As filed with the Securities and Exchange Commission on April 8, 2013.21, 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, 2012
2014
Commission file number 333-08752
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 |
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 |
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TABLE OF CONTENTS
(continued)
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | |||||
Directors | ||||||
Senior Management | ||||||
Compensation of Directors and Senior Management | ||||||
EVA Stock Incentive Plan |
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Insurance Policies | ||||||
Ownership by Management | ||||||
Board Practices | ||||||
Employees | ||||||
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | |||||
Major Shareholders | ||||||
Related-Party Transactions | ||||||
Voting Trust | ||||||
Interest of Management in Certain Transactions | ||||||
Business Transactions between FEMSA, Coca-Cola | ||||||
ITEM 8. | FINANCIAL INFORMATION | |||||
Consolidated Financial Statements | ||||||
Dividend Policy | ||||||
Legal Proceedings | ||||||
Significant Changes | ||||||
ITEM 9. | THE OFFER AND LISTING | |||||
Description of Securities | ||||||
Trading Markets | ||||||
Trading on the Mexican Stock Exchange | ||||||
Price History | ||||||
ITEM 10. | ADDITIONAL INFORMATION | |||||
Bylaws | ||||||
Taxation | ||||||
Material Contracts | ||||||
Documents on Display | ||||||
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | |||||
Interest Rate Risk | ||||||
Foreign Currency Exchange Rate Risk | ||||||
Equity Risk | ||||||
Commodity Price Risk |
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TABLE OF CONTENTS
(continued)
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | |||||
ITEM 12A. | DEBT SECURITIES | |||||
ITEM 12B. | WARRANTS AND RIGHTS | |||||
ITEM 12C. | OTHER SECURITIES | |||||
ITEM 12D. | AMERICAN DEPOSITARY SHARES | |||||
ITEM 13.- 14. | NOT APPLICABLE | |||||
ITEM 15. | CONTROLS AND PROCEDURES | |||||
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | |||||
ITEM 16B. | CODE OF ETHICS |
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ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | |||||
ITEM 16D. | NOT APPLICABLE | |||||
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | |||||
ITEM 16F. | NOT APPLICABLE | |||||
ITEM 16G. | CORPORATE GOVERNANCE | |||||
ITEM 16H. | NOT APPLICABLE | |||||
ITEM 17. | NOT APPLICABLE | |||||
ITEM 18. | FINANCIAL STATEMENTS | |||||
ITEM 19. | EXHIBITS |
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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.
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 forsociedad 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. 12.963514.7500 to US$ 1.00, the noon buying rate for Mexican pesos on December 31, 2012,2014, as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates. On March 31, 2013,April 17, 2015, this exchange rate was Ps. 12.315515.3190 to US$ 1.00.See “Item 3. Key Information—Exchange Rate Information” for information regarding exchange rates since 2008.2010.
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 theInstituto Nacional de Estadística, Geografía e Informáticaof Mexico (National Institute of Statistics, Geography and Information, which we refer to as INEGI), the U.S. Federal Reserve Board andBanco de México (Bank of Mexico), local entities in each country and upon our estimates.
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 orand 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.
Selected Consolidated Financial Data
We preparedThis 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 included in this annual reportare 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. These consolidated annual financial statements are our first financial statements prepared in accordance with IFRS. IFRS 1— “First-time Adoption of International Financial Reporting Standards” has been applied in preparing these financial statements. Note 27 to our audited consolidated financial statements contains an explanation of our adoption of IFRS and reconciliation between Mexican Financial Reporting Standards (Normas de Información Financiera Mexicanas, or “Mexican FRS”) and IFRS as of January 1, 2011 and December 31, 2011 and for the year ended December 31, 2011.
This annual report includes (under Item 18) our audited consolidated statements of financial position as of December 31, 2012 and 2011, and January 1, 2011, and the related consolidated income statements, consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2012 and 2011. Our consolidated financial statements as of and for the year ended December 31, 2012 were prepared in accordance with IFRS. The consolidated financial statements as of and for the year ended December 31, 2011 were prepared in accordance with IFRS, but they differ from the information previously published for 2011 because they were originally presented in accordance with Mexican FRS.
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 reportedreport 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.
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 |
Income Statement Data: IFRS Total revenues Gross Profit Income before Income Taxes and Share of the Profit of Associates and Joint Ventures Accounted for Using the Equity Method Income taxes Consolidated net income Controlling interest net income Non-controlling interest net income Basic controlling interest net income: Per Series B Share Per Series D Share Diluted controlling interest net income: Per Series B Share Per Series D Share Weighted average number of shares outstanding (in millions): Series B Shares Series D Shares Allocation of earnings: Series B Shares Series D Shares Financial Position Data: IFRS Total assets Current liabilities Long-term debt(4) Other long-term liabilities Capital stock Total equity Controlling interest Non-controlling interest Other Information IFRS Depreciation Capital expenditures(5) Gross margin(6) Year Ended December 31, 2012(1)(2) 2012(2) 2011(3) (in millions of Mexican pesos or millions of
U.S. dollars, except share and per share data) US$ 18,383 Ps.238,309 Ps.201,540 7,814 101,300 84,296 2,124 27,530 23,552 613 7,949 7,618 2,164 28,051 20,901 1,597 20,707 15,332 567 7,344 5,569 0.08 1.03 0.77 0.10 1.30 0.96 0.08 1.03 0.76 0.10 1.29 0.96 9,246.4 9,246.4 9,246.4 8,644.7 8,644.7 8,644.7 46.11 % 46.11 % 46.11 % 53.89 % 53.89 % 53.89 % US$ 22,829 Ps.295,942 Ps.263,362 3,743 48,516 39,325 2,209 28,640 23,819 665 8,625 8,047 258 3,346 3,345 16,212 210,161 192,171 11,977 155,259 144,222 4,235 54,902 47,949 US$ 553 Ps. 7,175 Ps. 5,694 1,200 15,560 12,666 43 % 43 % 42 %
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. |
(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 |
Includes results of |
Includes long-term debt minus the current portion of long-term debt. |
Includes investments in property, plant and equipment, intangible and other assets, net of cost of long lived assets |
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”. |
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 20082010 to 20122014 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 | Per Series D Share Dividend | Per Series D Share Dividend | 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 8, 2008 | 2007(1) | Ps.1,620,000,000 | Ps.0.0807 | $ | 0.0076 | Ps.0.1009 | $ | 0.0095 | ||||||||||||||||||||||||||||||||||||||
May 4, 2009 and November 3, 2009(2) | 2008 | Ps.1,620,000,000 | Ps.0.0807 | $ | 0.0061 | Ps.0.1009 | $ | 0.0076 | ||||||||||||||||||||||||||||||||||||||
May 4, 2009 | Ps.0.0404 | $ | 0.0030 | Ps.0.0505 | $ | 0.0038 | ||||||||||||||||||||||||||||||||||||||||
November 3, 2009 | Ps.0.0404 | $ | 0.0030 | Ps.0.0505 | $ | 0.0038 | ||||||||||||||||||||||||||||||||||||||||
May 4, 2010 and November 3, 2010(3) | 2009 | Ps.2,600,000,000 | Ps.0.1296 | $ | 0.0105 | Ps.0.1621 | $ | 0.0132 | ||||||||||||||||||||||||||||||||||||||
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 | Ps. 0.0648 | $ | 0.0053 | Ps. 0.0810 | $ | 0.0066 | ||||||||||||||||||||||||||||||||||
November 3, 2010 | Ps.0.0648 | $ | 0.0053 | Ps.0.0810 | $ | 0.0066 | Ps. 0.0648 | $ | 0.0053 | Ps. 0.0810 | $ | 0.0066 | ||||||||||||||||||||||||||||||||||
May 4, 2011 and November 2, 2011(4) | 2010 | Ps.4,600,000,000 | Ps.0.2294 | $ | 0.0199 | Ps.0.28675 | $ | 0.0249 | ||||||||||||||||||||||||||||||||||||||
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 | Ps. 0.1147 | $ | 0.0099 | Ps. 0.14338 | $ | 0.0124 | ||||||||||||||||||||||||||||||||||
November 2, 2011 | Ps.0.1147 | $ | 0.0100 | Ps.0.14338 | $ | 0.0125 | Ps. 0.1147 | $ | 0.0085 | Ps. 0.14338 | $ | 0.0106 | ||||||||||||||||||||||||||||||||||
May 3, 2012 and November 6, 2012(5) | 2011 | Ps.6,200,000,000 | Ps.0.3092 | $ | 0.0231 | Ps.0.3865 | $ | 0.0288 | ||||||||||||||||||||||||||||||||||||||
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 | Ps. 0.1546 | $ | 0.0119 | Ps. 0.1932 | $ | 0.0149 | ||||||||||||||||||||||||||||||||||
November 6, 2012 | Ps.0.1546 | $ | 0.0119 | Ps.0.1932 | $ | 0.0149 | Ps. 0.1546 | $ | 0.0119 | Ps. 0.1932 | $ | 0.0149 | ||||||||||||||||||||||||||||||||||
May 7, 2013 and November 7, 2013(6) | 2012 | Ps.6,684,103,000 | Ps.0.3333 | N/a | (7) | Ps. 0.4166 | N/a | |||||||||||||||||||||||||||||||||||||||
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 | N/a | Ps.0.2083 | N/a | Ps. 0.1666 | $ | 0.0138 | Ps. 0.2083 | $ | 0.0173 | ||||||||||||||||||||||||||||||||||||
November 7, 2013 | Ps.0.1666 | N/a | Ps.0.2083 | N/a | 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 |
(1) |
The dividend payment for 2009 was divided into two equal |
The dividend payment for 2010 was divided into two equal |
The dividend payment for 2011 was divided into two equal |
The dividend payment for 2012 was divided into two equal |
The |
(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 |
(7) | Translations to U.S. dollars are based on the exchange |
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 and exchange rate fluctuations 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.
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 | Exchange Rate | ||||||||||||||||||||||||||||||
High | Low | Average(1) | Year End | High | Low | Average(1) | Year End | |||||||||||||||||||||||||
2008 | Ps.13.94 | Ps.9.92 | Ps.11.21 | Ps.13.83 | ||||||||||||||||||||||||||||
2009 | 15.41 | 12.63 | 13.58 | 13.06 | ||||||||||||||||||||||||||||
2010 | 13.19 | 12.16 | 12.64 | 12.38 | 13.19 | 12.16 | 12.64 | 12.38 | ||||||||||||||||||||||||
2011 | 14.25 | 11.51 | 12.46 | 13.95 | 14.25 | 11.51 | 12.46 | 13.95 | ||||||||||||||||||||||||
2012 | 14.37 | 12.63 | 13.14 | 12.96 | 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 | Exchange Rate | |||||||||||||||||||||||
High | Low | Period End | High | Low | Period End | |||||||||||||||||||
2011: | ||||||||||||||||||||||||
2013: | ||||||||||||||||||||||||
First Quarter | Ps.12.25 | Ps.11.92 | Ps.11.92 | Ps.12.88 | Ps.12.32 | Ps.12.32 | ||||||||||||||||||
Second Quarter | 11.97 | 11.51 | 11.72 | 13.41 | 11.98 | 12.99 | ||||||||||||||||||
Third Quarter | 13.87 | 11.57 | 13.77 | 13.43 | 12.50 | 13.16 | ||||||||||||||||||
Fourth Quarter | 14.25 | 13.10 | 13.95 | 13.25 | 12.77 | 13.10 | ||||||||||||||||||
2012: | ||||||||||||||||||||||||
2014: | ||||||||||||||||||||||||
First Quarter | Ps.13.75 | Ps.12.63 | Ps.12.81 | Ps.13.51 | Ps.13.00 | Ps.13.06 | ||||||||||||||||||
Second Quarter | 14.37 | 12.73 | 13.41 | 13.14 | 12.85 | 12.97 | ||||||||||||||||||
Third Quarter | 13.72 | 12.74 | 12.86 | 13.48 | 12.93 | 13.43 | ||||||||||||||||||
Fourth Quarter | 13.25 | 12.71 | 12.96 | 14.79 | 13.39 | 14.75 | ||||||||||||||||||
October | 13.09 | 12.71 | 13.09 | 13.57 | 13.39 | 13.48 | ||||||||||||||||||
November | 13.25 | 12.92 | 12.92 | 13.92 | 13.54 | �� | 13.92 | |||||||||||||||||
December | 13.01 | 12.72 | 12.96 | 14.79 | 13.94 | 14.75 | ||||||||||||||||||
2013: | ||||||||||||||||||||||||
2015: | ||||||||||||||||||||||||
January | Ps.12.79 | Ps.12.59 | Ps.12.73 | Ps.15.01 | Ps.14.56 | Ps.15.01 | ||||||||||||||||||
February | 12.88 | 12.63 | 12.78 | 15.10 | 14.75 | 14.94 | ||||||||||||||||||
March | 12.80 | 12.32 | 12.32 | 15.58 | 14.93 | 15.25 | ||||||||||||||||||
First Quarter | 12.88 | 12.32 | 12.32 | 15.58 | 14.56 | 15.25 |
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 Coca-Cola FEMSA’sits results and financial condition.
Substantially all of Coca-Cola FEMSA’s sales are derived from sales ofCoca-Cola trademark beverages. Coca-Cola FEMSA produces, markets, sells and distributesCoca-Cola trademark beverages through standard bottler agreements in certain territories in Mexico and Latin America,the countries in which Coca-Cola FEMSA refers to as “Coca-Cola FEMSA’s territories.”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 importantcertain 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, Coca-Cola FEMSAit is prohibited from bottling or distributing any other beverages without The Coca-Cola Company’s authorization or consent, and Coca-Cola FEMSA 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 renew Coca-Cola FEMSA’scontinue with its bottler agreements. As of December 31, 2012, Coca-Cola FEMSA had eight bottler agreements in Mexico: (i) the agreements for Mexico’s Valley territory, which expire in June 2013 and April 2016, (ii) the agreements for the Central territory, which expire in August 2013, May 2015 and July 2016, (iii) the agreement for the Northeast territory, which expires in September 2014, (iv) the agreement for the Bajio territory, which expires in May 2015, and (v) the agreement for the Southeast territory, which expires in June 2013. Coca-Cola FEMSA’s bottler agreements with The Coca-Cola Company will expire for Coca-Cola FEMSA’s territories in other countries as follows: Argentina in September 2014; Brazil in April 2014; Colombia in June 2014; Venezuela in August 2016; Guatemala in March 2015; Costa Rica in September 2017; Nicaragua in May 2016 and Panama in November 2014. 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.FEMSA—Bottler Agreements.”Termination would prevent Coca-Cola FEMSA from sellingCoca-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 March 31, 2013,April 17, 2015, The Coca-Cola Company indirectly owned 28.7%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 March 31, 2013,April 17, 2015, we indirectly owned 48.9%47.9% of Coca-Cola FEMSA’s outstanding capital stock, representing 63.0% of Coca-Cola FEMSA’s sharescapital 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.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 Coca-Cola FEMSA’sits remaining shareholders.
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 asPepsi 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 Coca-Cola FEMSA’sits 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.
Changes in consumer preference could reduce demand for some of Coca-Cola FEMSA’s products.
The non-alcoholic beverage industry is rapidly evolving as a result of, among other things, changes in consumer preferences. Specifically, consumers are becoming increasingly more aware of and concerned about environmental and health issues. 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. In addition, 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 (“HFCS”), which could reduce demand for certain of Coca-Cola FEMSA’s products. A reduction in consumer demand would adversely affect Coca-Cola FEMSA’s results.
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 Coca-Cola FEMSA’sits other territories, Coca-Cola FEMSA’s existing water supply may not be sufficient to meet Coca-Cola FEMSA’sits 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 Coca-Cola FEMSA’sits water supply needs.
Increases in the prices of raw materials would increase Coca-Cola FEMSA’s cost of goods sold and may adversely affect Coca-Cola FEMSA’sits results.
In addition to water, Coca-Cola FEMSA’s most significant raw materials are (1) concentrate, which Coca-Cola FEMSAit acquires from affiliates of The Coca-Cola Company, (2) sweeteners and (3) packaging materials. Prices for sparkling beverages’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 sparklingCoca-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 Coca-Cola FEMSA’sits 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, as was the case in 2008 and 2009. In 2011, the U.S. dollar did not appreciate against the currencies of most of the countries in which Coca-Cola FEMSA operated; however, in 2012, the U.S. dollar did appreciate against some of those currencies.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 tiedrelated 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 2012, as compared to 2011.Mexico, Central America, Colombia and Argentina, remained flat in Venezuela and were higher in Brazil. We cannot provide any assuranceassure you that prices will not increase in future periods. During 2012,2014, average sweetener prices as a whole,in Mexico, Brazil and Argentina were lower as compared to 20112013, remained flat in all of the countriesColombia and Nicaragua and were higher in which Coca-Cola FEMSA operates.Venezuela, Costa Rica and Panama. From 20092010 through 2012,2014, 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 Coca-Cola FEMSA’sits 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. For example, in Mexico, a general tax reform became effective on January 1, 2010, pursuant to which, as applicable to Coca-Cola-FEMSA, there was a temporary increase in the income tax rate from 28% to 30% from 2010 through 2012. Pursuant to an amendment issued at the end of 2012, the 30% income tax rate will continue to apply through 2013. In addition, the value added tax (“VAT”) rate in Mexico increased in 2010 from 15% to 16%.
In Panama, there was an increase in a certain consumer tax, effective as of April 1, 2010, affecting syrups, powders and concentrate. Some of these materials are used for the production of Coca-Cola FEMSA’s sparkling beverages. These taxes increased from 6% to 10%.
In November 2012, the government of the Province of Buenos Aires adopted Law No. 14,394, which increased the tax rate applied to product sales within the Province of Buenos Aires. If the products are manufactured in plants located in the territory of the Province of Buenos Aires, Law No. 14,394 increases the tax rate from 1% to 1.75%; if the products are manufactured in any other Argentine province, the law increases the tax rate from 3% to 4%.
In Brazil, the federal taxes applied on the production and sale of beverages are based on the national average retail price, calculated based on a yearly survey of each Brazilian beverage brand, combined with a fixed tax rate and a multiplier specific for each class of presentation (glass, plasticbusiness or can). On October 1, 2012, a number of changes to the Brazilian tax rate became effective. These changes include increases in the multipliers used to calculate soft drink taxes when presented in cans or glasses. Upon effectiveness, the multiplier for cans increased from 30.0% to 31.9%, and beginning in September 2014, the multiplier will gradually increase up to 38.1% in October 1, 2018. The multiplier for glasses increased from 35.0% to 37.2%, and beginning in September 2014, the multiplier will gradually increase up to 44.4% in October 1, 2018. In addition, the amendment suspended the 50% production tax benefit that had previously applied to juice-added soft drinks, and raised the rate for such beverages to the level currently applied to cola beverages. The amendments that benefited Coca-Cola FEMSA’s Brazilian subsidiary were the reduction of the production tax on concentrate, from 27.0% to 20.0%, and the elimination of the sale tax on mineral water (sparkling or still).
products. Coca-Cola FEMSA’s products are also subject to certain taxes in many of the countries in which it operates. Certainoperates, such as certain countries in Central America, Mexico, Brazil, Venezuela and Argentina, alsowhich impose taxes on sparkling beverages.See “Item 4. Information on the Company—Regulatory Matters—Taxation of Sparkling Beverages.”We cannot assure you that any governmental authority in any country where Coca-Cola FEMSA operates will not impose new taxes or increase taxes on Coca-Cola FEMSA’s products in the future. The imposition of new taxes or increases in existing taxes, on Coca-Cola FEMSA’s productsor 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.
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 Coca-Cola FEMSA’sits operating costs or impose restrictions on Coca-Cola FEMSA’sits operations which, in turn, may adversely affect itsCoca-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, althoughstandards; 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 (i) Argentina, where authorities directly supervise certainfive of Coca-Cola FEMSA’s products sold through supermarkets as a measure to control inflation;inflation, and (ii) Venezuela, where the government has recently imposed price controls on certain of Coca-Cola FEMSA’s products, including bottled water.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 itCoca-Cola FEMSA will not need to implement voluntary price restraints in the future.
In January 2010, the Venezuelan government amended theLey para la Defensa y Acceso a las Personas a los Bienes y Servicios (Access to Goods and Services Defense Law). Any violation by a company that produces, distributes and sells goods and services could lead to fines, penalties or the confiscationUnfavorable results of the assets used to produce, distribute and sell these goods without compensation. Although Coca-Cola FEMSA believes it is in compliance with this law, consumer protection laws in Venezuela are subject to continuing review and changes, and any such changes maylegal proceedings could have an adverse impact on Coca-Cola FEMSA.
In July 2011, the Venezuelan government passed theLey de Costos y Precios Justos (Fair Costs and Prices Law). The purpose of this law is to establish the regulations and administrative processes necessary to maintain the price stability of, and equal access to, goods and services. The law also creates the National Ministry of Costs and Prices, the main role of which is to oversee price controls and set maximum retail prices on certain consumer goods and services. Of Coca-Cola FEMSA’s products, only certain of its bottled water beverages were affected by these regulations, which mandated lower sale prices as of April 2012. Any failure to comply with this law would result in fines, temporary suspension or the closure of operations. We cannot assure you that the Venezuelan government’s future regulation of goods and services will not result in a forced reduction of prices in other of Coca-Cola FEMSA’s products, which could have a negative effect on Coca-Cola FEMSA’s results.
In May 2012, the Venezuelan government adopted significant changes to labor regulations. This amendment to Venezuela’s labor regulations could have a negative impact on Coca-Cola FEMSA’s business and operations. The principal changes that impact on 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) the reduction of the maximum daily and weekly work hours (from 44 to 40 weekly); and (iv) the increase in obligatory weekly breaks, prohibiting any corresponding reduction in salaries.
In January 2012, the Costa Rican government approved a decree which regulates the sale of food and beverages in schools. The decree came into effect in 2012. Enforcement of this law will be gradual, from 2012 to 2014, depending on the specific characteristics of the food and beverage in question. According to the decree, the sale of specific sparkling beverages and still beverages that contain sugar, syrupresults or HFCS in any type of presentation in schools is prohibited. Coca-Cola FEMSA will still be allowed to sell water and certain still beverages in schools. We cannot assure you that the Costa Rican government will not further restrict sales of other of its products in schools in the future; any such further restrictions could lead to an adverse impact on its results.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.See “Item 8. Financial Information—Legal Proceedings.”We cannot assure you that these investigations and proceedings will not have an adverse effect on Coca-Cola FEMSA’s results or financial condition.
Economic and political conditions in the countries in which Coca-Cola FEMSA operates other than Mexico may increasingly adversely affect its business.See “Item 8. Financial Information—Legal Proceedings.”
In addition to Mexico, Coca-Cola FEMSA conducts operations in Brazil, Guatemala, Nicaragua, Costa Rica, Panama, Colombia, Venezuela and Argentina. Total revenues from Coca-Cola FEMSA’s combined non-Mexican operations decreased as a percentage of its consolidated total revenues from 63.8% in 2011 to 60.8% in 2012; for the same non-Mexican operations, Coca-Cola FEMSA’s gross profit decreased as a percentage of its consolidated gross profit from 62.2% in 2011 to 59.3% in 2012. Given the relevance of Coca-Cola FEMSA’s non-Mexican operations, its results continue to be affected by the economic and political conditions in the countries, other than Mexico, where it conducts operations.
Coca-Cola FEMSA’s business may be affected by the general conditions of the Brazilian economy, the rate of inflation, Brazilian interest rates or exchange rates for Brazilian reais. Decreases in the growth rate of the Brazilian economy, periods of negative growth and/or increases in inflation or interest rates may result in lower demand for Coca-Cola FEMSA’s products, lower real pricing of its products or a shift to lower margin products.
Consumer demand, preferences, real prices and the costs of raw materials are heavily influenced by macroeconomic and political conditions in the other countries in which Coca-Cola FEMSA operates. These conditions vary by country and may not be correlated to conditions in Coca-Cola FEMSA’s Mexican operations. In Venezuela, Coca-Cola FEMSA continues to face exchange rate risk as well as scarcity of and restrictions on importing raw materials. Deterioration in economic and political conditions in any of these countries would have an adverse effect on Coca-Cola FEMSA’s financial position and results.
Venezuelan political events may affect Coca-Cola FEMSA’s operations. Although Venezuela will hold elections on April 14, 2013, in light of the death of President Hugo Chavez, political uncertainty remains. We cannot provide any assurances that political developments in Venezuela, over which Coca-Cola FEMSA has no control, will not have an adverse effect on Coca-Cola FEMSA’s business, financial condition or results.
On October 7, 2012, General Otto Peréz Molina, representing thePartido Patriota(Patriot Party), was elected to the presidency in Guatemala. We cannot assure you that the elected president will continue to apply the same policies that have been applied to Coca-Cola FEMSA in the past.
Depreciation of the local currencies of the countries in which Coca-Cola FEMSA operates against the U.S. dollar may increase Coca-Cola FEMSA’s operating costs. Coca-Cola FEMSA has also operated under exchange controls in Venezuela since 2003, which limit its ability to remit dividends abroad or make payments other than in local currencies and that may increase the real price paid for raw materials and services purchased in local currency. In February 2013, the Venezuelan government announced a devaluation in its official exchange rate, from 4.30 to 6.30 bolivars per US$ 1.00. For further information, please see Note 3.3 and Note 29 to our audited consolidated financial statements. Future 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 its financial position and results.
We cannot assure you that political or social developments in any of the countries in which Coca-Cola FEMSA has operations, over which we have no control, will not have a corresponding adverse effect on the global market or on Coca-Cola FEMSA’s business, financial condition or results.
Weather conditions may adversely affect Coca-Cola FEMSA’s results.
Lower temperatures, and 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.
Coca-Cola FEMSA now conducts business in countries in which it hasmay not previously operatedbe able to successfully integrate its recent acquisitions and that present different achieve the operational efficiencies and/or greater risks than certain countries in Latin America.expected synergies.
As a result of the acquisition of 51% of the outstanding shares of the Coca-Cola Bottlers Philippines, Inc. (“CCBPI”), Coca-Cola FEMSA has expandedand 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 geographic reach from Latin America to include the Philippines. The Philippines presents different risks than the risksoperations in a timely and effective manner. Coca-Cola FEMSA facesmay incur unforeseen liabilities in Latin America.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, has not previously conductedand Coca-Cola FEMSA’s business, in CCPBI’s territories. Coca-Cola FEMSA now faces competitive pressures that are different than those Coca-Cola FEMSA has historically faced. In the Philippines, Coca-Cola FEMSAresults and financial condition could be adversely affected if it is the only beverage company competing across categories,unable to do so.
Political and it faces significant competition in each category. In addition, the per capita income of the population in Philippines is lower than the average per capita incomesocial events in the countries in which Coca-Cola FEMSA currently operates may significantly affect its operations.
Political and the distribution and marketing practicessocial events in the Philippines differ from Coca-Cola FEMSA’s historical practices.countries in which Coca-Cola FEMSA may have to adapt its marketing and distribution strategies to compete effectively. Coca-Cola FEMSA’s inability to compete effectivelyoperates, as well as changes in governmental policies may have an adverse effect on its future results.See “Item 4. InformationCoca-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 Company—The Company—Recent Acquisitions.”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, Super Extra, Super City, Círculo K stores and other numerous chains of retailers across Mexico, from other regional small formatsmall-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 conveniencesmall-format stores may be adversely affected by changes in economic conditions in Mexico.
ConvenienceSmall-format stores often sell certain products at a premium. The conveniencesmall-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.
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. For example, a general tax reform became effective on January 1, 2010, pursuant to which, as applicable to FEMSA Comercio, there was a temporary increasebusiness or products. The imposition of new taxes or increases in existing taxes, or changes in the incomeinterpretation of tax rate from 28% to 30% from 2010 through 2012. Pursuant to an amendment issued atlaws 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 end of 2012, the 30% income tax rate will continue to apply through 2013. In addition, the VAT rate in Mexico increased in 2010 from 15% to 16%. If the VAT rate increases, it could cause lower traffic or ticket figures for FEMSA Comercio.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 13.6%11.1% from 20082010 to 2012.2014. 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 conveniencesmall-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 storesame-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 may be adversely affected by an increase of insecurity in Mexico.
In recent years, crime rates have remained high, particularly in the north of Mexico, and there has been a particular increase in drug-related crime and other organized crime. Although FEMSA Comercio has stores across the majority of the Mexican territory, the north of Mexico represents an important region in FEMSA Comercio’s operations. An increase in crime rates could negatively affect sales and customer traffic, increase security expenses incurred in each store, result in higher turnover of personnel or damage to the perception of the OXXO brand, each of which could have an adverse effectdepends heavily on FEMSA Comercio’s business.
FEMSA Comercio’s business may be adversely affected by changes in 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 unstableobsolete 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.
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.
Strengthening of theThe 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 15, 2013,19, 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.”
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.
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 their respectivethe 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 itsour debt and other obligations. As of DecemberMarch 31, 2012,2015, 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. Given the exchange of 100% of our FEMSA Cerveza business for a 20% economic interest in the Heineken Group, FEMSA shareholders may face a lesser degree of exposure with respect to economic conditions in Mexico and a greater degree of indirect exposure to the political, economic and social circumstances affecting the markets in which Heineken is present. For the year ended December 31, 2012, 62%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. The Mexican economy experienced a downturn as a result ofDuring 2011, 2012 and 2013 the impact of the global financial crisis on many emerging economies that began in the second half of 2008 and continued through 2010.
In 2012, Mexican gross domestic product, or GDP, increased by approximately 3.9%4.0%, 4.0% and 1.4%, respectively, and in 2014 it only increased by approximately 2.1% on an annualized basis compared to 2011,2013, due to an improvementlower performance from the mining, transportation and warehousing sectors in most sectors of the economy, driven by agriculture.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, further 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. Given the global macroeconomic downturn in 2009 and 2010, and the slow and incipient recovery in 2011 and 2012, which also affected the Mexican economy, we cannot assure you that such conditions will not have a material adverse effect on our results and financial position going forward.
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 to us of variable rateour debt and would cause an adverse effect on our financial position and results. Mexican peso-denominated funding, whichdebt constituted 18.3%42.7% of our total debt as of December 31, 2012 (the total amount of the debt and the variable rate 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), and have an adverse effect on our financial position and results.2014.
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. Although the value of theThe Mexican peso against the U.S. dollar had been fairly stable until mid-2008, in the fourth quarter of 2008, the Mexican peso depreciated approximately 27% compared to the fourth quarter of 2007. Since 2008, the Mexican peso has continued to experienceis a free-floating currency and as such, it experiences exchange rate fluctuations relative to the U.S. dollar as follows.over time. During 20102011, 2012 and 2011,2013, the Mexican peso experienced different 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 5.6% of recovery and 12.7% of depreciation12.6% compared to the years of 2009 and 2010 respectively. During 2012, the Mexican peso experienced an appreciation relative to the U.S. dollar of approximately 7.1% compared to 2011.2013. In the first quarter of 2013,2015, the Mexican peso appreciated approximately 5.0%3.2% relative to the U.S. dollar compared to the fourth quarter of 2012.2014.
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 thePartido Revolucionario Institucional, was elected as the new president of Mexico and took office on December 1, 2012. As with any governmental change, the new government may lead to significant changes in governmental policies, may contribute to economic uncertainty and to heightened volatility ofIn addition, the Mexican capital marketsCongress has recently approved a number of structural reforms intended to modernize certain sectors of and securities issuedfoster 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 companies. Currently,Congress begin having an effect on the Mexican economy and population. Furthermore, no single party has a majority in the Senate or theCámara de Diputados (House of Representatives), and the absence of a clear majority by a single party could result in government gridlock and political uncertainty due to the Mexican congress’ potential inability to reach consensus on the structural reforms required to modernize certain sectors of and foster growth in the Mexican economy.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.
InsecuritySecurity risks in Mexico could increase, and this could adversely affect our results.
The presence and increasing levels 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 remained high duringhave decreased relative to 2012 and to a lesser extent2013, but remain prevalent in the first quartersome parts of 2013 andMexico. 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 principal drivernorth of organized criminal activityMexico 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 drug trade that aims to supply and profit from the uninterrupted demand for drugs and the supplyperception of weapons from the United States.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 insecuritysecurity 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. Insecurity could increase, and this could therefore adversely affect our operational and financial results.
Depreciation of local currencies in other Latin American countries in which we operate may adversely affect our financial position.
Total revenues increased in certain of our non-Mexican beverage operations at a higher rate relative to their respective Mexican operations in 2012. The recurrence of such a higher rate of total revenue growth could result in a greater contribution to the respective results for these territories, but may also expose us to greater risk in these territories as a result. 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 hadhas 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, includingor 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 theSistema 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.
ITEM 4. | INFORMATION ON THE COMPANY |
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 asociedad 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.
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.
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 distributingCoca-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 November 2007, Administración S.A.P.I., a Mexican company owned directly or indirectly by Coca-Cola FEMSA and The Coca-Cola Company, acquired 100% of the shares of capital stock of Jugos del Valle, S.A.P.I. de C.V. (which we refer to as Jugos del Valle). 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 BrazilianCoca-Colabottlers entered into a joint business for the Mexican and the Brazilian operations, respectively, of Jugos del Valle. Taking into account the participation held by Grupo Fomento Queretano, Coca-Cola FEMSA currently holds an interest of 25.1% in the Mexican joint business and approximately 19.7% in the Brazilian joint businesses. Jugos del Valle sells fruit juice-based beverages and fruit derivatives.
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) to be 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, 2012,2014, 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.capital, resulting in our 20% economic interest in the Heineken Group. The principal terms of the Heineken transaction documents are summarized below in “Item“Item 10. Additional Information—Material Contracts.”
In February 2010, FEMSA signed an agreement with subsidiaries of The Coca-Cola Company to amend the shareholders agreement for Coca-Cola FEMSA. The purpose of the amendment is to set forth that the appointment and compensation of the chief executive officer and all officers reporting to the chief executive officer, as well as the adoption of decisions related to the ordinary operations of Coca-Cola FEMSA, shall only require a simple majority vote of the board of directors. Decisions related to extraordinary matters (such as business acquisitions or combinations in an amount exceeding US$ 100 million, among others) shall continue to require the vote of the majority of the board of directors, including the affirmative vote of two of the board members appointed by The Coca-Cola Company. The amendment was approved at Coca-Cola FEMSA’s extraordinary shareholders meeting on April 14, 2010, and is reflected in the bylaws of Coca-Cola FEMSA. This amendment was signed without transfer of any consideration. The percentage of our voting interest in our subsidiary Coca-Cola FEMSA remains the same after the signing of this amendment.
In September 2010, FEMSA sold Promotora de Marcas Nacionales, S. de R.L. de C.V., which we refer to as Promotora, to The Coca-Cola Company. Promotora was the owner of theMundet brands of soft drinks in Mexico.
On December 31, 2010, FEMSA sold its flexible packaging and label operations, Grafo Regia, S.A. de C.V., to a Mexican subsidiary of GPC III, B.V. This transaction was part of FEMSA’s strategy to divest non-core businesses.
During the third quarter of 2010, Coca-Cola FEMSA completed a transaction with a Brazilian subsidiary of The Coca-Cola Company to produce, sell and distributeMatte Leão branded products. This transaction reinforced Coca-Cola FEMSA’s non-carbonated product offering through the platform that is operated by The Coca-Cola Company and its bottling partners in Brazil. As a part of the agreement, Coca-Cola FEMSA has been selling and distributing certainMatte Leão branded ready-to-drink products since the first quarter of 2010. As of March 31, 2013, Coca-Cola FEMSA had a 19.4% indirect interest in theMatte Leãobusiness in Brazil.
In March 2011, a consortium of investors formed by FEMSA, the Macquarie Mexican Infrastructure Fund and other investors, acquired Energía Alterna Istmeña, S. de R.L. de C.V., which we refer to as EAI, and Energía Eólica Mareña, S.A. de C.V., which we refer to as EEM, from subsidiaries of Preneal, S.A., which we refer to as Preneal. EAI and EEM together constitute the Mareña Renovables Wind Farm, a 396 megawatt late-stage wind energy project in the southeastern region of the State of Oaxaca. The Mareña Renovables Wind Farm is expected to be the largest wind power farm in Latin America. 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 Farm. The sale of FEMSA’s participation as an investor resulted in a gain of Ps. 933 million. Certain subsidiaries of FEMSA, FEMSA Comercio and Coca-Cola FEMSA have entered into 20-year wind power supply agreements with the Mareña Renovables Wind Farm to purchase energy output produced by it. These agreements will remain in full force and effect.
In March 2011, Coca-Cola FEMSA, with The Coca-Cola Company and through Compañía Panameña de Bebidas S.A.P.I. de C.V., acquired Grupo Industrias Lácteas S.A., which we refer to as Estrella Azul, a Panamanian company engaged for more than 50 years in the dairy and juice-based beverage categories. Coca-Cola FEMSA acquired a 50% interest and will continue to develop this business with The Coca-Cola Company. Beginning in April 2011, both The Coca-Cola Company and Coca-Cola FEMSA commenced the gradual integration of Estrella Azul into the existing beverage platform they share for the development of non-carbonated products in Panama.
In October 2011, Coca-Cola FEMSA merged with Administradora de Acciones del Noreste, S.A.P.I. de C.V., which constituted the beverage division of Grupo Tampico, S.A. de C.V. (which we refer to as Grupo Tampico) and was one of the largest family-ownedCoca-Cola product bottlers in Mexico, as calculated by sales volume. This franchise territory operates in the states of Tamaulipas, San Luis Potosí and Veracruz, as well as in certain parts of the states of Hidalgo, Puebla and Querétaro, and sold 155.7 million unit cases of beverages in 2011. The aggregate enterprise value of this transaction was Ps. 9,300 million and a total of 63.5 million new Coca-Cola FEMSA Series L Shares were issued in connection with this transaction. Coca-Cola FEMSA began to consolidate the beverage division of Grupo Tampico in its financial statements as of October 2011.
In December 2011, Coca-Cola FEMSA merged with Corporación de los Ángeles, S.A. de C.V. (which we refer to as Grupo CIMSA), a Mexican family-owned bottler ofCoca-Cola trademark products. This franchise territory operates mainly in the states of Morelos and Mexico, as well as in certain parts of the states of Guerrero and Michoacán, and sold 154.8 million unit cases of beverages in 2011. The aggregate enterprise value at the announcement date of this transaction was Ps. 11,000 million. A total of 75.4 million new Coca-Cola FEMSA Series L Shares were issued in connection with the transaction, and Coca-Cola FEMSA began to consolidate Grupo CIMSA in its financial statements as of December 2011. As part of its merger with Grupo CIMSA, Coca-Cola FEMSA acquired a 13.2% equity interest in Promotora Industrial Azucarera, S.A. de C.V., one of Mexico’s leading sugar producers, which we refer to as Piasa.
In 2012, Coca-Cola FEMSA began the construction of a production plant in Minas Gerais, Brazil, which haswas completed and began operations in November 2014. This project required an investment of 400R$584 million Brazilian reais (equivalent to approximately US$ 198260 million). We expectIt is expected that the constructionplant will generate 800approximately 700 direct and indirect jobs. It is anticipated that the new plant will be completed as of December 2013 and will begin operations in the first quarter of 2014. The plant will beis located on a parcel of land 300,000320,000 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 47%62% as compared to the current installed capacity of Coca-Cola FEMSA’s plant in Belo Horizonte, Brazil. The new plant will produce all of Coca-Cola FEMSA’s existing brands and presentations ofCoca-Cola products.
In May 2012, Coca-Cola FEMSA closed its merger with Grupo Fomento Queretano, S.A.P.I. de C.V. (“Grupo Fomento Queretano”), one of the oldest family-owned beverage players in theCoca-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. Coca-Cola FEMSA sold approximately 74 million unit cases of beverages in this franchise territory during 2012. The aggregate enterprise value of this transaction was Ps. 6,600 million and a total of 45.1 million new Coca-Cola FEMSA series L shares were issued in connection with this transaction. Coca-Cola FEMSA began to consolidate Grupo Fomento Queretano in its financial statements as of May 2012. As part of the merger with Grupo Fomento Queretano, Coca-Cola FEMSA 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. (“Santa Clara”), an important producer of milk and dairy products in Mexico. Coca-Cola FEMSA currently owns an indirect participation of 23.8% in Santa Clara.
On September 24, 2012, FEMSA signed definitive agreements to sell its wholly owned subsidiary Industria Mexicana de Quimicos, S.A. de C.V. (“Quimiproductos”)(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.
Recent AcquisitionsIn 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, andCoca-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.
In November 2012, throughOn January 25, 2013, Coca-Cola FEMSA Comercio, we agreedclosed the transaction with The Coca-Cola Company to acquire a 75%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, with the current shareholders staying as partners with the remaining 25%. Farmacias YZA, headquartered in Merida, Yucatan, operated 333 storesYucatan. 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 datestates 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 agreement. We believe we can contribute our significant expertiseBoard 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 developmentstate of small-box retail formatsParaná 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 what is alreadyacquire 100% of Farmacias Farmacón, a successful regional playerpharmacy chain consisting of 213 stores in this industry. In turn, this transaction opens a new avenue for growth for FEMSA Comercio.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 induring the second quarter of 2013.2015.
In December 2012,For more information on Coca-Cola FEMSA reached an agreement with The Coca-Cola Company to acquire a 51% non-controlling majority stake of CCBPI for US$ 688.5 million in an all-cash transaction. Coca-Cola FEMSA closed this transaction on January 25, 2013. The implied enterprise value of 100% of CCPBI is US$ 1,350 million. Coca-Cola FEMSA will have an option to acquire all of the remaining 49% of the capital stock of CCBPI at any time during the seven years following the closing, at the same enterprise value adjusted for a carrying cost and certain other adjustments. Coca-Cola FEMSA will have a put option, exercisable six years after the initial closing, to sell its ownership in CCBPI back to The Coca-Cola Company at a price that will be calculated using the same EBITDA multiple used in the acquisition of the 51% stake of CCBPI, capped at the aggregate enterprise value for the amount acquired, adjusted for certain items. Coca-Cola FEMSA will be managing the day-to-day operations of the business. The Coca-Cola Company will have certain rightsFEMSA’s recent transactions, see“Item 4. Information on the operational business plan. Given the terms of both the options agreement and Coca-Cola FEMSA’s shareholders agreement with The Coca-Cola Company, Coca-Cola FEMSA will not consolidate the results of CCBPI, and will recognize the results of CCBPI using the equity method. CCBPI sold approximately 531 million unit cases of beverages during 2012 and generated revenues of approximately US$ 1.1 billion.
In January 2013, Coca-Cola FEMSA entered into an agreement to merge Grupo Yoli, S.A. de C.V. (“Grupo Yoli”) into Company—Coca-Cola FEMSA. Grupo Yoli operates mainly in the state of Guerrero, Mexico, as well as in parts of the state of Oaxaca, Mexico. The merger agreement was approved by both Coca-Cola FEMSA and Grupo Yoli’s boards of directors and is subject to the approval of the Comisión Federal de Competencia (the Mexican Antitrust Comission, or CFC) and the shareholders’ meetings of both companies. Grupo Yoli sold approximately 99 million unit cases in 2012. The aggregate enterprise value of this transaction was Ps. 8,806 million. Coca-Cola FEMSA will issue approximately 42.4 million new series “L” shares to the shareholders of Grupo Yoli once the transaction closes. As part of this transaction, Coca-Cola FEMSA will increase its participation in Piasa by 9.5%. Coca-Cola FEMSA expects to close this transaction in the second quarter of 2013.”
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, 20132015
(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, 20122014 and % of growth (decrease) vs. last year
(1)(in million of Mexican pesos, except for employees and percentages)
Coca-Cola FEMSA | FEMSA Comercio | CB Equity(2) | ||||||||||||||||||||||||||||||||||||||||||||||
(in millions of Mexican pesos, except for employees and percentages) | Coca-Cola FEMSA | FEMSA Comercio | CB Equity(1) | |||||||||||||||||||||||||||||||||||||||||||||
Total revenues | Ps.147,739 | 20 | % | Ps.86,433 | 17 | % | Ps. | — | — | Ps. 147,298 | (6 | %) | Ps. 109,624 | 12 | % | Ps. — | — | |||||||||||||||||||||||||||||||
Gross Profit | 68,630 | 21 | % | 30,250 | 19 | % | — | — | 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 | 166,103 | 17 | % | 31,092 | 17 | % | 79,268 | 4 | % | 212,366 | (2 | %) | 43,722 | 10 | % | 85,742 | 4 | % | ||||||||||||||||||||||||||||||
Employees | 73,395 | 5 | % | 91,943 | 10 | % | — | — | 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. |
Total Revenues Summary by Segment(1)
Year Ended December 31, | ||||||||
2012 | 2011 | |||||||
Coca-Cola FEMSA | Ps.147,739 | Ps.123,224 | ||||||
FEMSA Comercio | 86,433 | 74,112 | ||||||
CB Equity(2) | — | — | ||||||
Other | 15,899 | 13,360 | ||||||
Consolidated total revenues | Ps.238,309 | Ps.201,540 |
Total Revenues Summary by Geographic Area(3)
Year Ended December 31, | ||||||||
2012 | 2011 | |||||||
Mexico and Central America(4) | Ps.155,576 | Ps.129,716 | ||||||
South America(5) | 56,444 | 52,149 | ||||||
Venezuela | 26,800 | 20,173 | ||||||
Consolidated total revenues | 238,309 | 201,540 |
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 |
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. |
Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico-only) revenues were Ps. |
The following table sets forth our significant subsidiaries as of February 28, 2013:December 31, 2014:
Name of Company | Jurisdiction of Establishment | Percentage Owned | ||||
CIBSA: | Mexico | 100.0 | % | |||
Coca-Cola FEMSA | Mexico | %(1) | ||||
| 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. |
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; in the retail industry through FEMSA Comercio, operating OXXO, the largest and fastest-growing chain of small-format stores in Latin America; 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 178over 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.
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 culminated in Coca-Cola FEMSA’s acquisition of Panamco in May 2003. Theled to our current continental platform that this combination produced—encompassing a significant territorial expansefootprint. We have presence in Mexico, Central and CentralSouth 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 significant management and marketing tools to gain an understanding of local consumer needs and trends, as is the case with OXXO’s Colombian operations.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 categoriesindustry 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.
Overview
Coca-Cola FEMSA is the largest franchise bottler ofCoca-Colatrademark beverages in the world. Coca-Cola FEMSAIt 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 areastates of greater São Paulo Campinas, Santos,and Minas Gerais, the statestates of Paraná and Mato Grosso do Sul part of the state of Minas Gerais and part of the statestates 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’s companyFEMSA was organizedincorporated on October 30, 1991 as a stock corporation with variable capital (sociedad anónima de capital variable (a variable capital stock corporation)) under the laws of Mexico withfor a durationterm 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 (a listed variable capital stock corporation)). 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, Col.Colonia Santa Fe Cuajimalpa, Delegación Cuajimalpa de Morelos, 05348, México, D.F., 05348, México. Coca-Cola FEMSA’s telephone number at this location is (52-55) 1519-5000. Coca-Cola FEMSA’s website iswww.coca-colafemsa.com.
The following is an overview of Coca-Cola FEMSA’s operations by consolidated reporting segment in 2012.2014.
Operations by Consolidated Reporting Segment—Overview
Year Ended December 31, 2012(1)2014
Total Revenues | Percentage of Total Revenues | Gross Profit | Percentage of Gross Profit | Total Revenues (millions of Mexican pesos) | Percentage of Total Revenues | Gross Profit (millions of Mexican pesos) | Percentage of Gross Profit | |||||||||||||||||||||||||
Mexico and Central America | 66,141 | 44.8 | % | 31,643 | 46.1 | % | 71,965 | 48.9 | % | 36,453 | 53.3 | % | ||||||||||||||||||||
South America(3) (excluding Venezuela) | 54,821 | 37.1 | % | 23,667 | 34.5 | % | ||||||||||||||||||||||||||
South America(2) (excluding Venezuela) | 66,367 | 45.0 | % | 27,372 | 40.0 | % | ||||||||||||||||||||||||||
Venezuela | 26,777 | 18.1 | % | 13,320 | 19.4 | % | 8,966 | 6.1 | % | 4,557 | 6.7 | % | ||||||||||||||||||||
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Consolidated | 147,739 | 100.0 | % | 68,630 | 100.0 | % | 147,298 | 100.0 | % | 68,382 | 100.0 | % |
(1) |
Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama. |
Includes Colombia, Brazil and Argentina. |
Corporate History
InCoca-Cola FEMSA commenced operations in 1979, when one of our subsidiaries acquired certain sparkling beverage bottlers that are now a part of Coca-Cola FEMSA’s company. At that time, the acquired bottlers had 13 Mexican distribution centers operating 701 distribution routes, and their production capacity was 83 million cases.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 for US$ 195 million.shares. In September 1993, we sold Series L shares that represented 19%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 betweensince 1994, and 1997, Coca-Cola FEMSA has acquired new territories, in Argentinabrands and additional territories in southern Mexico.
other businesses which today comprise Coca-Cola FEMSA’s business. In May 2003, Coca-Cola FEMSA acquired Panamerican Beverages, or Panamco and began producing and distributingCoca-Coca-ColaCola 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. As a result of the acquisition, the interest of The Coca-Cola Company in the capital stock of Coca-Cola FEMSA’s company increased from 30.0% to 39.6%.
During August 2004, Coca-Cola FEMSA conducted a rights offering to allow existing holders of Coca-Cola FEMSA’s Series L shares and ADSs to acquire newly issued Series L shares in the form of Series L shares and ADSs, respectively, at the same price per share at which we and The Coca-Cola Company subscribed in connection with the Panamco acquisition.
In November 2006, we acquired through a subsidiary, 148,000,000 of Coca-Cola FEMSA’s Series D shares from certain subsidiaries of The Coca-Cola Company, representing 9.4% of the total outstanding voting shares and 8.0% of the total outstanding equitywhich increased our ownership of Coca-Cola FEMSA at a price of US$ 2.888 per share for an aggregate amount of US$ 427.4 million. With this purchase, we increased our ownership to 53.7% of Coca-Cola FEMSA’s capital stock. Pursuant to Coca-Cola FEMSA’s bylaws, the acquired shares were converted from Series D shares to Series A shares..
In November 2007, Administración, S.A.P.I. de C.V., or Administración, a Mexican company owned directly and indirectly by Coca-Cola FEMSA andacquired 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. The business of, or Jugos del Valle in the United States was acquired and sold by The Coca-Cola Company.Valle. In 2008, Coca-Cola FEMSA, The Coca-Cola Company and all Mexican and BrazilianCoca-Cola bottlers entered into a joint business for the Mexican and Brazilian operations, respectively, of JugosJuegos del Valle. Taking into account the participation held by Grupo Fomento Queretano, Coca-Cola FEMSA currently holds an interest of 25.1% in the Mexican joint business and approximately 19.7% in the Brazilian joint businesses. Jugos del Valle sells fruit juice-based beverages and fruit derivatives.
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 Coca-Cola FEMSA’sits bottler agreements. The December 2007 transaction was valued at US$ 48 million and the May 2008 transaction was valued at US$ 16 million. Revenues from the sale of proprietary brands in which Coca-Cola FEMSA has a significant continuing involvement are deferred and amortized against the related costs of future sales over the estimated sales period.
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, for a purchase price of US$ 364.1 million. Coca-Cola FEMSA began to consolidate REMIL in its financial statements in June 2008.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, for a purchase price of US$ 18.3 million.Mexico. The trademarks remain with The Coca-Cola Company. Coca-Cola FEMSA subsequently merged Agua De Los Angeles into its bulk water business under theCielbrand.
In February 2009, Coca-Cola FEMSA acquiredtogether 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 theBrisa 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 theBrisa portfolio of products in Colombia.
In May 2009, Coca-Cola FEMSA entered into an agreement to begin sellingmanufacture, distribute and sell theCrystal 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 BrazilianCoca-Cola bottlers the business operationsLeão Alimentos e Bebidas, Ltda. or Leão Alimentos, manufacturer and distributor of theMatte LeaoLeãotea brand. As of March 31, 2013, Coca-Cola FEMSA had a 19.4% indirect interest in the Matte Leao business in Brazil.
In March 2011, Coca-Cola FEMSA acquiredtogether with The Coca-Cola Company through Compañía Panameña de Bebidas S.A.P.I. de C.V.,acquired Grupo Industrias Lacteas, S.A. (also known as Estrella Azul,Azul), a Panamanian conglomerate that participates in the dairy and juice-based beverage categories in Panama. Coca-Cola FEMSA will continue to develop this business with The Coca-Cola Company.
In October 2011, Coca-Cola FEMSA closed its mergermerged with the beverage division of Grupo Tampico, one of the largest family-ownedCoca-Cola bottlers calculated byin Mexico in terms of sales volume in Mexico. This franchise territory operateswith operations in the states of Tamaulipas, San Luis Potosí, and Veracruz, as well as in parts of the states of Hidalgo, Puebla and Queretaro, and sold 155.7 million unit cases of beverages in 2011. The aggregate enterprise value of this transaction was Ps. 9,300 million and Coca-Cola FEMSA issued a total of 63.5 million new Series L shares in connection with this transaction. Coca-Cola FEMSA began to consolidate the beverage division of Grupo Tampico in its financial statements as of October 2011.Queretaro.
In December 2011, Coca-Cola FEMSA closed its mergermerged with Grupo CIMSA and its shareholders, a Mexican family-ownedCoca-Cola bottler with operations mainly in the states of Morelos and Mexico, as well as in parts of the states of Guerrero and Michoacán. This franchise territory sold 154.8 million unit cases of beverages in 2011. The aggregate enterprise value of this transaction was Ps. 11,000 million and Coca-Cola FEMSA issued a total of 75.4 million new Series L shares in connection with this transaction. Coca-Cola FEMSA began to consolidate Grupo CIMSA in its financial statements as of December 2011. As part of Coca-Cola FEMSA’sits merger with Grupo CIMSA, itCoca-Cola FEMSA also acquired a 13.2% equity interest in Piasa.Promotora Industrial Azucarera, S.A de C.V., or PIASA.
In May 2012, Coca-Cola FEMSA closed its mergermerged with Grupo Fomento Queretano, one of the oldest family-owned beverage players in theCoca-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. Coca-Cola FEMSA sold approximately 74 million unit cases of beverages in this franchise territory during 2012. The aggregate enterprise value of this transaction was Ps. 6,600 million and Coca-Cola FEMSA issued a total of 45.1 million new Series L shares in connection with this transaction. Coca-Cola FEMSA beganFor further information, see Note 4 to consolidate Grupo Fomento Queretano in itsour audited consolidated financial statements as of May 2012.statements. As part of Coca-Cola FEMSA’s merger with Grupo Fomento Queretano it also acquired an additional 12.9% equity interest in Piasa.PIASA.
In August 2012, Coca-Cola FEMSA acquired, through Jugos del Valle, an indirect participation in Santa Clara an importantMercantil de Pachuca, S.A. de C.V., or Santa Clara, a producer of milk and dairy products in Mexico. Coca-Cola FEMSA currently owns an indirect participation of 23.8% in Santa Clara.
Recent Acquisitions
In December 2012, Coca-Cola FEMSA reached an agreement with The Coca-Cola Company to acquire a 51% non-controlling majority stake of CCBPI for US$ 688.5 million in an all-cash transaction. Coca-Cola FEMSA closed this transaction on January 25, 2013. The implied enterprise value of 100% of CCBPI is US$ 1,350 million. Coca-Cola FEMSA will have an option to acquire all of the remaining 49% of the capital stock of CCBPI at any time during the seven years following the closing, at the same enterprise value adjusted for a carrying cost and certain other adjustments. Coca-Cola FEMSA will have a put option, exercisable six years after the initial closing, to sell its ownership in CCBPI back to The Coca-Cola Company at a price that will be calculated using the same EBITDA multiple used in the acquisition of the 51% stake of CCBPI, capped at the aggregate enterprise value for the amount acquired, adjusted for certain items. Coca-Cola FEMSA will be managing the day-to-day operations of the business. The Coca-Cola Company will have certain rights on the operational business plan. Given the terms of both the options agreements and Coca-Cola FEMSA’s shareholders agreement with The Coca-Cola Company, Coca-Cola FEMSA will not consolidate the results of CCBPI. Coca-Cola FEMSA will recognize the results of CCBPI using the equity method. CCBPI sold approximately 531 million unit cases of beverages during 2012 and generated revenues of approximately US$ 1.1 billion.
In January 2013, Coca-Cola FEMSA entered intotogether with The Coca-Cola Company acquired a 51% non- controlling majority stake in CCFPI in an agreement to mergeall-cash transaction.
In May 2013, Coca-Cola FEMSA merged with Grupo Yoli, into its company. Grupo Yoli operatesone of the oldest family-owned Coca-Cola bottlers in Mexico, with operations mainly in the state of Guerrero Mexico as well as in parts of the state of Oaxaca, Mexico. The merger agreement was approved by both Coca-Cola FEMSA’s and Grupo Yoli’s boards of directors and is subjectOaxaca. For further information, see Note 4 to the approval of theComisión Federal de Competencia (the Mexican Antitrust Comission, or CFC) and the shareholders’ meetings of both companies. Grupo Yoli sold approximately 99 million unit cases in 2012. The aggregate enterprise value of this transaction was Ps. 8,806 million. Coca-Cola FEMSA will issue approximately 42.4 million new Series L shares to the shareholders of Grupo Yoli once the transaction closes.our audited consolidated financial statements. As part of this transaction,its merger with Grupo Yoli, Coca-Cola FEMSA will increase its participationalso acquired an additional 10.1% equity interest in Piasa by 9.5%PIASA for a total ownership of 36.3%.
In August 2013, Coca-Cola FEMSA expectsacquired 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 close this transactionour 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 second quarterstate of 2013.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.”
Capital Stock
As of March 31, 2013,April 17, 2015, we indirectly owned Series A Sharesshares equal to 48.9%47.9% of Coca-Cola FEMSA’s capital stock (63.0% of Coca-Cola FEMSA’s sharescapital stock with full voting rights). As of March 31, 2013,April 17, 2015, The Coca-Cola Company indirectly owned Series D shares equal to 28.7%28.1% of the capital stock of Coca-Cola FEMSA’s companyFEMSA (37.0% of Coca-Cola FEMSA’s sharesthe 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 22.4%24.0% of Coca-Cola FEMSA’s capital stock.
Business Strategy
Coca-Cola FEMSA operates with a large geographic footprint in Latin America. In August 2011,January 2015, Coca-Cola FEMSA restructured its operations under twofour new divisions: (1) Mexico & Central(covering certain territories in Mexico); (2) Latin America (covering certain territories in Guatemala, and (2) South America, creatingall 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 extendcontinue with its track record of growth. Previously, Coca-Cola FEMSA managed its business under three divisions—Mexico, Latincentro and Mercosur. With this new business structure, Coca-Cola FEMSAhas 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.
Coca-Cola FEMSA operates with a large geographic footprint in Latin America, in two divisions:
Mexico and Central America (covering certain territories in Mexico and Guatemala, and all of Nicaragua, Costa Rica and Panama); and
South America (covering certain territories in Brazil and Argentina, and all of Colombia and Venezuela).
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,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,channels; and (6) achieving the full operating potential of its commercial models and processes to drive operational efficiencies throughout its company. To achieveIn furtherance of these goals,efforts, Coca-Cola FEMSA intends to continue to focus its efforts 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 Coca-Cola FEMSA’sits products;
developing and expanding Coca-Cola FEMSA’sits still beverage portfolio through innovation, strategic acquisitions and by entering into agreements to acquire companies with The Coca-Cola Company;
expanding Coca-Cola FEMSA’sits bottled water strategy with The Coca-Cola Company through innovation and selective acquisitions to maximize profitability across Coca-Cola FEMSA’sits market territories;
strengthening Coca-Cola FEMSA’sits selling capabilities and go-to-market strategies, including pre-sale, conventional selling and hybrid routes, in order to get closer to Coca-Cola FEMSA’sits clients and help them satisfy the beverage needs of consumers;
• | implementing selective packaging strategies designed to increase consumer demand for |
replicating Coca-Cola FEMSA’sits best practices throughout the value chain;
rationalizing and adapting Coca-Cola FEMSA’sits organizational and asset structure in order to be in a better position to respond to a changing competitive environment;
committing to building a multi-cultural collaborative team, from top to bottom; and
broadening Coca-Cola FEMSA’sits 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 Coca-Cola FEMSA’sits business, Coca-Cola FEMSA uses market information systems and strategies developed with The Coca-Cola Company to improve Coca-Cola FEMSA’sits business and marketing strategies.See “Marketing.“—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. Both weCoca-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 Theexecutives. This holistic model works to build the skills necessary for Coca-Cola Company provideFEMSA’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 with managerial experience. To build upon these skills, theFEMSA’s board of directors has allocated a portion of Coca-Cola FEMSA’sits yearly operating budget to pay forfund these management training programs designed to enhance its executives’ abilities and provide a forum for exchanging experiences, know-how and talent among an increasing number of multinational executives from Coca-Cola FEMSA’s new and existing territories.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 Corporate Valuescore foundation, its ethics and Ethics.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 developmentthe generation of sustainable communities in the communitieswhich it serves, an attitude of health, self-care, adequate nutrition and physical activity, and evaluating the impact of its value chain; and (iii) itsthe 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.
CCFPI Joint Venture
On January 25, 2013, as part of Coca-Cola FEMSA’s efforts to expand its environment.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 ofCoca-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 ofCoca-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 producingCoca-Colaproducts. 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.
Coca-Cola FEMSA’s Territories
The following map shows Coca-Cola FEMSA’s territories, giving estimates in each case of the population to which Coca-Cola FEMSA offersit offer products, the number of retailers of Coca-Cola FEMSA’sits beverages and the per capita consumption of Coca-Cola FEMSA’sits beverages as of December 31, 2012:2014:
Per capita consumption data for a territory is determined by dividing total beverage sales volume within the territory (in bottles, cans, and fountain containers)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 Coca-Cola FEMSA’stheir beverages.
Coca-Cola FEMSA’s Products
Coca-Cola FEMSA produces, markets, sells and distributesCoca-Cola trademark beverages. TheCoca-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)isotonic drinks). The following table sets forth Coca-Cola FEMSA’s main brands as of December 31, 2012:2014:
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 | ü | |||||
Estrella Azul | ü | |||||
FUZE Tea | ü | ü | ||||
Hi-C | ü | ü | ||||
| ü | |||||
Jugos del Valle | ü | ü | ü | |||
Matte | ü | |||||
Powerade | ü | ü | ü | |||
Valle Frut | ü | ü | ü |
(1) | Includes Mexico, Guatemala, Nicaragua, Costa Rica and |
(2) | Includes Colombia, Brazil and |
(3) | Flavored water. In Brazil, also a flavored sparkling |
(4) | Juice-based |
(5) |
(6) |
(7) | Juice-based |
(8) |
(9) |
(10) | Isotonic drinks. |
(11) | Orangeade. IncludesDel Valle Freshin Costa Rica, Nicaragua, Panama, Colombia and |
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.
Sales Volume Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
2012 | 2011 | 2010 | 2014 | 2013 (1) | 2012(2) | |||||||||||||||||||
(millions of unit cases) | (millions of unit cases) | |||||||||||||||||||||||
Mexico and Central America | ||||||||||||||||||||||||
Mexico | 1,720.3 | 1,366.5 | 1,242.3 | 1,754.9 | 1,798.0 | 1,720.3 | ||||||||||||||||||
Central America | 151.2 | 144.3 | 137.0 | 163.6 | 155.6 | 151.2 | ||||||||||||||||||
South America (excluding Venezuela) | ||||||||||||||||||||||||
Colombia | 255.8 | 252.1 | 244.3 | 298.4 | 275.7 | 255.8 | ||||||||||||||||||
Brazil | 494.2 | 485.3 | 475.6 | 733.5 | 525.2 | 494.2 | ||||||||||||||||||
Argentina | 217.0 | 210.7 | 189.3 | 225.8 | 227.1 | 217.0 | ||||||||||||||||||
Venezuela | 207.7 | 189.8 | 211.0 | 241.1 | 222.9 | 207.7 | ||||||||||||||||||
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Consolidated Volume | 3,046.2 | 2,648.7 | 2,499.5 | 3,417.3 | 3,204.5 | 3,046.2 |
(1) | Includes |
(2) | Includes volume from the operations of Grupo Fomento Queretano from May |
Includes Guatemala, Nicaragua, Costa Rica and Panama. |
Excludes beer sales volume. |
Product and Packaging Mix
Out of the more than 121116 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 LifeandCoca-Cola Zero,, accounted for 60.2%61.0% of total sales volume in 2012.2014. 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) andValleFrut (and its line extensions), andSprite (and its line extensions) accounted for 12.8%11.6%, 4.7%5.1%, 2.6%2.8% and 2.6%2.7%, respectively, of total sales volume in 2012.2014. Coca-Cola FEMSA uses the term line extensions to refer to the different flavors in which Coca-Cola FEMSAit offers its brands. Coca-Cola FEMSA produces, markets, sells and distributesCoca-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 Coca-Cola FEMSAit sells its products. Presentation sizes for Coca-Cola FEMSA’sCoca-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
presentations, which allowsallow 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 someCoca-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 55.0 liters, which have a much lower average price per unit case than Coca-Cola FEMSA’sits 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 Coca-Cola FEMSA’sits 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 segment.segments. The volume data presented is for the years 2012, 20112014, 2013 and 2010.2012.
Mexico and Central America.Coca-Cola FEMSA’s product portfolio consists ofCoca-Cola trademark beverages. In 2008, as part of Coca-Cola FEMSA’s efforts to strengthen its multi-category beverage portfolio, Coca-Cola FEMSA incorporatedbeverages, including theJugos del Valle line of juice-based beverages in Mexico and subsequently in Central America.In 2012, Coca-Cola FEMSA launchedFUZETea in the division. Per capita consumption of Coca-Cola FEMSA’s beverage products in Mexico and Central America was 650607.5 and 182189.1 eight-ounce servings, respectively, in 2012.2014.
The following table highlights historical sales volume and mix in Mexico and Central America for Coca-Cola FEMSA’s products:
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
2012 | 2011 | 2010 | 2014 | 2013(1) | 2012(2) | |||||||||||||||||||
Total Sales Volume | ||||||||||||||||||||||||
Total (millions of unit cases) | 1,871.5 | 1,510.8 | 1,379.3 | 1,918.5 | 1,953.6 | 1,871.5 | ||||||||||||||||||
Growth (%) | 23.9 | 9.5 | 1.2 | (1.8 | ) | 4.4 | 23.9 | |||||||||||||||||
(in percentages) | (in percentages) | |||||||||||||||||||||||
Unit Case Volume Mix by Category | ||||||||||||||||||||||||
Sparkling beverages | 73.0 | 74.9 | 75.2 | 73.2 | 73.1 | 73.0 | ||||||||||||||||||
Water | 21.4 | 19.7 | 19.4 | 21.3 | 21.2 | 21.4 | ||||||||||||||||||
Still beverages | 5.6 | 5.4 | 5.4 | 5.5 | 5.7 | 5.6 | ||||||||||||||||||
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Total | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||||||||
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(1) | Includes |
(2) | Includes volume from the operations of Grupo Fomento Queretano from May |
Includes bulk water volumes. |
In 2012,2014, multiple serving presentations represented 66.2%64.5% of total sparkling beverages sales volume in Mexico, a 140170 basis points decrease compared to 2011;2013; and 56.1%54.7% of total sparkling beverages sales volume in Central America, a 4016 basis points increasedecrease compared to 2011.2013. Coca-Cola FEMSA’s strategy is to foster consumption of single serve presentations while maintaining multiple serving volumes. In 2012,2014, returnable packaging, as a percentage of total sparkling beverage sales volume accounted for 33.7%37.9% in Mexico, a 200290 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.
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 theCiel 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 2011; and 33.6% in Central America, a 190 basis points increase compared to 2011.
2012. In 2012, Coca-Cola FEMSA’s sparkling beverages decreased2013, returnable packaging, as a percentage of its total sales volume from 74.9% in 2011 to 73.0% in 2012, mainly due to the integration of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico, which have a higher mix of bulk water in their portfolios.
In 2012, Coca-Cola FEMSA’s most popular sparkling beverage presentations in Mexico were the 2.5-liter returnable plastic bottle, the 3.0-liter non-returnable plastic bottle and the 0.6-liter non-returnable plastic bottle (the 20-ounce bottle that is also popular in the United States) which together accounted for 51.2% of total sparkling beverage sales volume, accounted for 35.0% in Mexico.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, an increase2012. The integration of 23.9% compared to 1,510.8Grupo Fomento Queretano and Grupo Yoli in Mexico contributed 89.3 million unit cases in 2011. The non-comparable effect of the integration of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico contributed 332.7 million unit cases in 20122013 of which 62.5% were sparkling beverages 5.1% bottledwere 72.2%, water 27.9%was 9.9%, bulk water was 13.4% and 4.5% still beverages.beverages were 4.5%. Excluding the integration of these territories, volume grew 1.9%decreased 0.4% to 1,538.81,864.2 million unit cases. Organically, sparkling beverages sales volume increased 2.5% as compared to 2011. TheCoca-Cola FEMSA’s bottled water category, including bulk water, decreased 2.6%. Theportfolio grew 5.1%, mainly driven by the performance of theCiel brand in Mexico. On the same basis, Coca-Cola FEMSA’s still beverage category increased 8.9%.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 ofCoca-Cola trademark beverages, and theKaiser beer brands in Brazil, which Coca-Cola FEMSA sells and distributes. In 2008, as part of Coca-Cola FEMSA’s efforts to strengthen its multi-category beverage portfolio, it incorporatedincluding theJugos del Valle line of juice-based beverages in Colombia. This line of beverages was relaunchedColombia and Brazil, and theHeineken beer brands, includingKaiser beer brands, in Brazil, in 2009 as well. The acquisition ofBrisain 2009 helped Coca-Cola FEMSA to become the leader, calculated by sales volume, in the water market in Colombia.which we sell and distribute.
In 2010, Coca-Cola FEMSA incorporated ready to drink beverages under theMatte Leao brand in Brazil. During 2011, as part of Coca-Cola FEMSA’s continuous effort to develop non-carbonated beverages, Coca-Cola FEMSA launchedCepita in non-returnable polyethylene terephthalate (“PET”) bottles andHi-C, an orangeade, both in Argentina. Since 2009,2013, as part of Coca-Cola FEMSA’s efforts to foster sparkling beverage per capita consumption in Brazil, Coca-Cola FEMSA re-launched ait reinforced the 2.0-liter returnable plastic bottle for theCoca-Cola brand and introduced two single-serve 0.25-liter0.2 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 itsJugos del Valle line of business andPowerade brand. Per capita consumption of Coca-Cola FEMSA’s beverages in Colombia, Brazil and Argentina was 130, 264152.7, 244.2 and 404470.4 eight-ounce servings, respectively, in 2012.2014.
The following table highlights historical total sales volume and sales volume mix in South America (excluding Venezuela), not including beer:
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
2012 | 2011 | 2010 | 2014 | 2013(1) | 2012 | |||||||||||||||||||
Total Sales Volume | ||||||||||||||||||||||||
Total (millions of unit cases) | 967.0 | 948.1 | 909.2 | 1,257.7 | 1,028.1 | 967.0 | ||||||||||||||||||
Growth (%) | 2.0 | 4.3 | 11.2 | 22.6 | 6.3 | 2.0 | ||||||||||||||||||
(in percentages) | (in percentages) | |||||||||||||||||||||||
Unit Case Volume Mix by Category | ||||||||||||||||||||||||
Sparkling beverages | 84.9 | 85.9 | 85.5 | 84.1 | 84.1 | 84.9 | ||||||||||||||||||
Water | 10.0 | 9.2 | 10.1 | 9.7 | 10.1 | 10.0 | ||||||||||||||||||
Still beverages | 5.1 | 4.9 | 4.4 | 6.2 | 5.8 | 5.1 | ||||||||||||||||||
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Total | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||||||||
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(1) | Includes volume from the operations of Companhia Fluminense from September 2013 and Spaipa from November 2013. |
(2) | Includes bulk water volume. |
Total sales volume was 967.0in Coca-Cola FEMSA’s South America division, excluding Venezuela, increased 22.6% to 1,257.7 million unit cases in 2012, an increase of 2.0%2014 as compared to 948.1 million unit cases2013, as a result of stronger sales volumes in 2011. Growthits recently integrated territories in sparkling beverages,Brazil and better volume performance in Colombia. The still beverage category grew 31.8%, mainly driven by salesthe Jugos del Valle line of business in Colombia and Brazil and the performance ofFUZE tea andLeão tea in the division. Coca-Cola FEMSA’s sparkling portfolio increased 22.6% mainly driven by the performance of theCoca-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 theBonaqua brand in Argentina and theFantaCrystalbrand in BrazilBrazil. Organically, excluding the non-comparable effect of Companhia Fluminense and Colombia, accounted forSpaipa in 2014, total sales volume in South America division excluding Venezuela, increased 3.7% as compared to 2013. On the largest component of growth during the year.same basis, Coca-Cola FEMSA’s growth in still beverages was primarilybeverage category grew 15.3% mainly driven by theJugos del Valle line of productsbusiness in Brazil and theCepita juice brand in Argentina. The growth in sales volume of Coca-Cola FEMSA’s region, its bottled water portfolio, including bulk water, wasincreased 6.9% mainly driven mainly by the performance of theCrystal brand in Brazil, and theBrisa brand in Colombia.its sparkling beverage category increased 2.5%.
In 2012,2014, returnable packaging, as a percentage of total sparkling beverage sales volume, accounted for 40.4%32.0% in Colombia, remaining flata decrease of 520 basis points as compared to 2011; 28.9%2013; 19.7% in Argentina, an increasea decrease of 110230 basis points and 14.4%15.5% in Brazil a 15050 basis points decrease compared to 2011.2013. In 2012,2014, multiple serving presentations represented 62.9%69.8%, 72.5%85.3% and 85.2%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 ofFUZE tea in the division. Coca-Cola FEMSA’s bottled water portfolio, including bulk water, increased 3.8% mainly driven by theBonaqua brand in Argentina and theBrisa 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 theKaiser Heinekenbeer portfolio, includingKaiser 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 prior to the acquisition of Cervejarias Kaiser by Cuauhtémoc Moctezuma Holding, S.A. de C.V., formerly known as FEMSA Cerveza.Group. Beginning in the second quarter of 2005, Coca-Cola FEMSA ceased including beer that it distributes in Brazil in its reported sales volumes. On April 30, 2010, the transaction pursuant to which we exchanged 100% of our beer operations for a 20% economic interest in the Heineken Group closed.
Venezuela. Coca-Cola FEMSA’s product portfolio in Venezuela consists ofCoca-Cola trademark beverages. Per capita consumption of Coca-Cola FEMSA’s beverages in Venezuela during 20122014 was 164190.0 eight-ounce servings. At the end of 2011, Coca-Cola FEMSA launchedDel Valle Fresh, an orangeade, in Venezuela, which contributed significantly to incremental volume growth in this country during 2012. During 2012,2014, Coca-Cola FEMSA launched two new presentations for Coca-Cola FEMSA’s sparkling Poweradebrand in the country contributed to its sales growth in the still beverage portfolio: a 0.355-liter non-returnable PET presentation and a 1-liter non-returnable PET presentation.category.
The following table highlights historical total sales volume and sales volume mix in Venezuela:
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
2012 | 2011 | 2010 | 2014 | 2013 | 2012 | |||||||||||||||||||
Total Sales Volume | ||||||||||||||||||||||||
Total (millions of unit cases) | 207.7 | 189.8 | 211.0 | 241.1 | 222.9 | 207.7 | ||||||||||||||||||
Growth (%) | 9.4 | (10.0 | ) | (6.3 | ) | 8.2 | 7.3 | 9.4 | ||||||||||||||||
(in percentages) | (in percentages) | |||||||||||||||||||||||
Unit Case Volume Mix by Category | ||||||||||||||||||||||||
Sparkling beverages | 87.9 | 91.7 | 91.3 | 85.7 | 85.6 | 87.9 | ||||||||||||||||||
Water(1) | 5.6 | 5.4 | 6.5 | 6.5 | 6.9 | 5.6 | ||||||||||||||||||
Still beverages | 6.5 | 2.9 | 2.2 | 7.8 | 7.5 | 6.5 | ||||||||||||||||||
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Total | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||||||||
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(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. During 2011,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 faced a 26-day strike at oneexperiences operating disruptions due to prolonged negotiations of its Venezuelan production and distribution facilities and a difficult economic environment that prevented it from growingcollective bargaining agreements.
Despite these difficulties, total sales volume of Coca-Cola FEMSA’s products. As a result, Coca-Cola FEMSA’sincreased 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 volume decreasedcategory grew 8.3%, driven by 9.6%the strong performance of theCoca-Cola brand, which grew 15.3%. The bottled water business, including bulk water, grew 1.6% mainly driven by theNevada brand. The still beverage category increased 10.8%, due to the performance of theDel Valle Fresh orangeade andPoweradebrand.
In 2012,2014, multiple serving presentations represented 79.9%81.9% of total sparkling beverages sales volume in Venezuela, a 140100 basis points increase as compared to 2011.2013. In 2012,2014, returnable presentations represented 7.5%6.9% of total sparkling beverages sales volume in Venezuela, a 5020 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 theCoca-Cola brand, which grew 10.0%. The bottled water business, including bulk water, grew 33.2% mainly driven by theNevada brand. The still beverage category increased 23.5%, due to the performance of theDel Valle Fresh orangeade andKapo.
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 2011. Total sales volume was 207.7 million unit cases in 2012, an increase of 9.4% compared to 189.8 million unit cases in 2011.2012.
Seasonality
Sales of Coca-Cola FEMSA’s products are seasonal, as Coca-Cola FEMSA’sits 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.
Marketing
Coca-Cola FEMSA, in conjunction with The Coca-Cola Company, has developed a marketing strategy to promote the sale and consumption of Coca-Cola FEMSA’sits products. Coca-Cola FEMSA relies extensively on advertising, sales promotions and retailer support programs to target the particular preferences of Coca-Cola FEMSA’sits consumers. Coca-Cola FEMSA’s consolidated marketing expenses in 2012,2014, net of contributions by The Coca-Cola Company, were Ps. 3,6813,488 million. The Coca-Cola Company contributed an additional Ps. 3,0184,118 million in 2012,2014, 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 allowsallow 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. Cooler distributionCoolers 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 for the visibility and consumption of Coca-Cola FEMSA’s products and to ensure that theyCoca-Cola FEMSA’s wide variety of products are sold atproperly displayed, while strengthening its merchandising capacity in the proper temperature.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 Coca-Cola FEMSA’sits 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 been implementingimplemented a multi-segmentation strategy in the majorityall of its markets. This strategy consistsThese 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 has beencontinues 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 and has covered close to 95% of its total volumes as2009. As of the end of 2012, including2014, Coca-Cola FEMSA has covered the later rollouttotality of the volumes in Argentinaevery operation except for Venezuela (where Coca-Cola FEMSA has partially covered the volumes) and morethe recently integrated franchises of Companhia Fluminense and Spaipa in Venezuela.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 itsthe sales routes throughout its territories.
Product Sales and Distribution
The following table provides an overview of Coca-Cola FEMSA’s distribution centers and the retailers to which Coca-Cola FEMSAit sells its products:
Product Distribution Summary
as of December 31, 2012
As of December 31, 2014 | ||||||||||||||||||||||||
Mexico and Central America(1) | South America(2) | Venezuela | Mexico and Central America(1) | South America(2) | Venezuela | |||||||||||||||||||
Distribution centers | 149 | 64 | 33 | 176 | 66 | 33 | ||||||||||||||||||
Retailers(3) | 956,618 | 653,321 | 209,232 | 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 itsCoca-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 itsCoca-Cola FEMSA’s territories, Coca-Cola FEMSAit 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 31.9%33% of its total sales volume through supermarketsmodern distribution channels in 2012.2014. Also in Brazil, the delivery of Coca-Cola FEMSA’sFEMSA distributes its finished products to customers is completed byretailers 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 Coca-Cola FEMSA’sits 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.
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 localPepsi 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 ofPepsi products, whose territories overlap but are not co-extensive with Coca-Cola FEMSA’sits own. Coca-Cola FEMSA competes with Organización Cultiba, S.A.B. de C.V., a joint venture recently formed by Grupo Embotelladoras Unidas, S.A.B. de C.V., the formerPepsi bottler in central and southeast Mexico, a subsidiary of PepsiCo, and Empresas Polar, S.A., the leading beer distributor andPepsi 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 Coca-Cola FEMSA’sits Mexican territories, as well as low-price“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, Coca-Cola FEMSA’sits main competitors arePepsi andBig 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 brandsPostobón andSpeedColombiana), some of which have a wide consumption preference, such asmanzana Postobón (apple Postobón), which is the second most popular flavor in the Colombian sparkling beverage industry in terms of total sales volume. Postobón also sellsPepsi 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 ofBig 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 includesPepsi, 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 in multiple serving presentations that represent a significant portion of the sparkling beverage market.
In Argentina, Coca-Cola FEMSA’s main competitor is Buenos Aires Embotellador S.A. (BAESA), or BAESA, aPepsi 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.
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 ofBig Cola in part of thethis country.
Raw Materials
Pursuant to Coca-Cola FEMSA’sits bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell and distributeCoca-Cola trademark beverages within specific geographic areas, and itCoca-Cola FEMSA is required to purchase in someall of its territories for allCoca-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 sparklingCoca-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.
As partIn the past, The Coca-Cola Company has increased concentrate prices forCoca-Cola trademark beverages in some of the cooperation framework thatcountries in which Coca-Cola FEMSA reachedoperates. In 2014, The Coca-Cola Company informed Coca-Cola FEMSA that it will gradually increase concentrate prices for certainCoca-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 at the end of 2006, The Coca-Cola Company provides a relevant portion of the funds derived from the concentrate increase for marketing support of Coca-Cola FEMSA’s sparkling and still beverages portfolio.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 toCoca-Colatrademark beverages, these materials may be purchased only from suppliers approved by The Coca-Cola Company, including affiliatescertain of FEMSA.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 tiedrelated to crude oil prices and global resin supply. In recent years Coca-Cola FEMSA has experienced volatility in the prices it payswe pay for these materials. Across its territories, Coca-Cola FEMSA’s territories, its average price for resin in U.S. dollars decreased approximately 6.0%4.6% in 20122014 as compared to 2011.2013.
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 asManantialin Colombia andCrystal 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, or national emergency situations.situations, water shortages or the failure to maintain its existing water concessions.
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 tofor 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 ALPLAAlpla México, S.A. de C.V., known as ALPLA,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 of its cans from Fábricas de Monterrey, S.A. de C.V., known as FAMOSA, a wholly-owned subsidiary of the Heineken Group, 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 company owned by variouscooperative ofCoca-Cola bottlers, in which, as of March 31, 2013,April 10, 2015, Coca-Cola FEMSA holdsheld a 30.0%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., or VITRO)), FEVISA Industrial, S.A. de C.V., known as FEVISA, and Glass & Silice, S.A. de C.V., a wholly-owned subsidiary of the Heineken Group.
Coca-Cola FEMSA purchases sugar from, among other suppliers, PiasaPIASA and Beta San Miguel, S.A. de C.V., both sugar cane producers in which, as of March 31, 2013,April 10, 2015, Coca-Cola FEMSA held an approximate 26.1%a 36.3% and 2.7% equity interest, respectively. Coca-Cola FEMSA purchasepurchases HFCS from CP Ingredientes,Ingredion México, S.A. de C.V., Almidones Mexicanos, S.A. de C.V. and Almidones Mexicanos,Cargill de México, S.A. de C.V., known as Almex.
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 for sugar.market. As a result, sugar prices in Mexico have no correlation to international market prices for sugar.prices. In 2012,2014, sugar prices in Mexico decreased approximately 15%7.0% as compared to 2011.2013.
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 Coca-Cola FEMSA’sits cans from PROMESA. Sugar is available from suppliers that represent several local producers. Local sugar prices, in the countries that comprise the region, have increased mainly due to volatility in international prices. In Costa Rica, Coca-Cola FEMSA acquires plastic non-returnable bottles from ALPLAAlpla C.R. S.A., and in Nicaragua Coca-Cola FEMSA acquires such plastic bottles from ALPLAAlpla Nicaragua, S.A.
South America (excluding Venezuela). In Colombia, Coca-Cola FEMSA uses sugar as a sweetener in most of its products, which Coca-Cola FEMSAit buys from several domestic sources. In 2011, Coca-Cola FEMSA started to use HFCS as an alternative sweetener for its products. Coca-Cola FEMSA purchases HFCS from Archer Daniels Midland Company. Coca-Cola FEMSA purchases plastic bottles from Amcor Rigid Plastics de Colombia, S.A. and Tapón Corona de Colombia S.A. Coca-Cola FEMSA purchaseshas historically purchased all of its glass bottles from Peldar O-IO-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 both suppliers inColombiana, S.A., which are only available through this local supplier. Grupo Ardila Lulle, owners of Coca-Cola FEMSA’s competitor Postobón, ownsown a minority equity interest. Glass bottlesinterest in Peldar O-I and cans are available only from these local sources.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 in recent periods have been volatile, mainly due to the increased demand for sugar cane for production of alternative fuels, and Coca-Cola FEMSA’s average acquisition cost for sugar in 2012 decreased approximately 24%4.1% as compared to 2011.2013.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 instead of sugar.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 Embotelladora del AtlánticoAndina Empaques S.A., a local subsidiary of Embotelladora Andina S.A., aCoca-Cola bottler with operations in Chile, Argentina, ChileBrazil and Brazil,Paraguay, and other local suppliers. Coca-Cola FEMSA also acquires plastic preforms from ALPLAAlpla Avellaneda, S.A. and other suppliers.
Venezuela. In Venezuela, Coca-Cola FEMSA uses sugar as a sweetener in most of its products, which Coca-Cola FEMSA purchasesit 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 20122014 with respect to access to sufficient sugar supply.
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 in the future.measures. Coca-Cola FEMSA buys glass bottles from one local supplier, Productos de Vidrio, S.A., but there are alternative suppliersthe only supplier authorized by The Coca-Cola Company. Coca-Cola FEMSA acquires most of its plastic non-returnable bottles from ALPLAAlpla de Venezuela, S.A. and allmost 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 itsthe raw materials and other supplies used in Coca-Cola FEMSA’sits production could be limited, and access to the official exchange rate for these items, for Coca-Cola FEMSA and its suppliers, including, among others, concentrate, resin, aluminum, plastic caps, distribution trucks and vehicles is only achieved by obtaining proper approvals from the relevant authorities.
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, 2012,2014, mainly under the trade name OXXO. As of December 31, 2012,2014, FEMSA Comercio operated 10,60112,853 OXXO stores, of which 10,56712,812 are located throughout the country, with a particularly strong presence in the northern part of Mexico, and the remaining 3441 stores are located in Bogotá, Colombia.
FEMSA Comercio the largest single customer of Cuauhtémoc Moctezuma and of the Coca-Cola system in Mexico, 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 2012,2014, a typical OXXO store carried 2,4272,744 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 conveniencesmall-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 1,092, 1,1351,040, 1,120 and 1,0401,132 net new OXXO stores in 2010, 20112012, 2013 and 2012,2014, respectively. The accelerated expansion in the number of OXXO stores yielded total revenue growth of 16.6%12.4% to reach Ps. 86,433109,624 million in 2012. Same store2014. OXXO same-store sales increased an average of 7.7%2.7%, driven by increases in store traffic andan increased average customer ticket.ticket without any change in same-store traffic. FEMSA Comercio performed approximately 3.03.4 billion transactions in 20122014 compared to 2.73.2 billion transactions in 2011.2013.
Business Strategy
A fundamental element of FEMSA Comercio’s business strategy is to utilize its position in the conveniencesmall-format store market to grow in a cost-effective and profitable manner. As a market leader in conveniencesmall-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.
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 113 new OXXO stores in Bogotá, Colombia in 2012.2014.
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’sOXXO 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 10,56712,812 OXXO stores in Mexico and 3441 OXXO stores in Colombia as of December 31, 2012,2014, 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.
FEMSA ComercioOXXO Stores
Regional Allocation of OXXO Stores in Mexico and Latin America(*)
as of December 31, 20122014
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.
Growth in Total OXXO Stores
Total Growth
Year Ended December 31, | ||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
Total OXXO stores | 10,601 | 9,561 | 8,426 | 7,334 | 6,374 | |||||||||||||||
Store growth (% change over previous year) | 10.9 | % | 13.5 | % | 14.9 | % | 15.1 | % | 14.6 | % |
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 conveniencesmall-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. StoresOXXO stores unable to maintain benchmark standards are generally closed. Between December 31, 20082010 and 2012,2014, the total number of OXXO stores increased by 4,227,4,427, which resulted from the opening of 4,3284,573 new stores and the closing of 101146 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%64.3% of OXXO’sOXXO 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 103104 square meters of selling space, excluding space dedicated to refrigeration, storage or parking. The average constructed area of a store is approximately 186187 square meters and, when parking areas are included, the average store size is approximately 429421 square meters.
FEMSA Comercio—Operating Indicators
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||||||||||||||
(percentage increase compared to previous year) | (percentage increase compared to previous year) | |||||||||||||||||||||||||||||||||||||||
Total FEMSA Comercio revenues | 16.6 | % | 19.0 | % | 16.3 | % | 13.6 | % | 12.0 | % | 12.4 | % | 12.9 | % | 16.6 | % | 19.0 | % | 16.3 | % | ||||||||||||||||||||
OXXO same-store sales(1) | 7.7 | % | 9.2 | % | 5.2 | % | 1.3 | % | 0.4 | % | 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 snacks and cellular telephone air-timesnacks 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 65%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 51%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 1416 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 746792 trucks that make deliveries to each store approximately twice per week.
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 formatsmall-format stores, which include soft discount stores with a focus on perishables and liquor stores and smaller convenience stores.
Equity Method Investment in the Heineken Group
As of December 31, 2012,2014, FEMSA owned a non-controlling interest in the Heineken Group, one of the world’s leading brewers. As of December 31, 2012,2014, 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 2012,2014, FEMSA recognized equity income of Ps. 8,3115,244 million regarding its 20% economic interest in the Heineken Group; see noteNote 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 theKaiser 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 corporate and shared services subsidiary continues to provideprovides certain services to Cuauhtémoc Moctezuma and its subsidiaries.
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 Nicaragua.Perú.
Our refrigeration business produces vertical and horizontal commercial refrigerators for the soft drink, beer and food industries, with an annual capacity of 475,416535,800 units at December 31, 2012.2014. In 2012,2014, this business sold 389,132418,064 refrigeration units, 36.0%30% of which were sold to Coca-Cola FEMSA, and the remainder of which were sold to third parties.
Our corporate services subsidiary employs all of 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, 2012,2014, 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. As part of the Heineken transaction, the corporate and shared services subsidiaries continue to provide some limited corporate services and shared services to subsidiaries of Cuauhtémoc Moctezuma (now part of the Heineken Group), for which such companies continue to pay.
Until December 31, 2010, our labeling and flexible packaging business was our wholly-owned subsidiary. In 2010, this business sold 14% of its label sales volume to Cuauhtémoc Moctezuma, 20% to Coca-Cola FEMSA and 66% to third parties. Our labeling and flexible packaging business was sold on December 31, 2010.
Until December 31, 2012, Quimiproductos, our manufacturer and supplier of cleaning and sanitizing products and services related to food and beverage industrial processes, as well as of water treatment, was our wholly-owned subsidiary. In 2012, this business sold 38% of its products to Cuauhtémoc Moctezuma, 27% to Coca-Cola FEMSA and 35% to third parties. Our Quimiproductos business was sold on December 31, 2012.
Until September 23, 2010 we owned the Mundet brands in Mexico, which were disposed through the sale to The Coca-Cola Company of Promotora de Marcas Nacionales, S. de R.L. de C.V., which was a wholly owned subsidiary of FEMSA.
Description of Property, Plant and Equipment
As of December 31, 2012,2014, 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 10.6%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.
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, 20122014
Country | Installed Capacity (thousands of unit cases) | Utilization(1) (%) | Installed Capacity (thousands of unit cases) | Utilization(1) (%) | ||||||||||||
Mexico | 2,671,963 | 62.0 | 2,939,936 | 58 | % | |||||||||||
Guatemala | 35,527 | 77.0 | 45,500 | 69 | % | |||||||||||
Nicaragua | 66,516 | 60.0 | 67,700 | 68 | % | |||||||||||
Costa Rica | 81,424 | 56.0 | 81,200 | 56 | % | |||||||||||
Panama | 55,863 | 52.0 | 56,700 | 57 | % | |||||||||||
Colombia | 514,813 | 49.0 | 532,616 | 56 | % | |||||||||||
Venezuela | 288,751 | 69.0 | 275,542 | 86 | % | |||||||||||
Brazil | 720,704 | 64.0 | 1,044,932 | 67 | % | |||||||||||
Argentina | 347,307 | 62.0 | 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 FacilitiesFacility by Location as
As of December 31, 20122014
Country |
| |||||
(thousands
| ||||||
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 |
Country |
| |||||
(thousands
| ||||||
| ||||||
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 |
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 riot and losses incurred in connection withriot. We also maintain a freight transport insurance policy that covers damages to goods in transit. In addition, we maintain an “all risk”a liability insurance policy that covers product liability. We purchase our insurance coverage through an insurance broker. In 2012,2014, the policies for “all risk” property insurance, freight transport insurance and “all risk” liability insurance were issued by ACE Seguros, S.A., and the Our “all risk” coverage was partially reinsured in the international reinsurance market. In 2013, “all risk” liability insurance policy will be issued by XL Insurance Mexico SA de CV. We believe that our coverage is consistent with the coverage maintained by similar companies operating in Mexico.companies.
Capital Expenditures and Divestitures
Our consolidated capital expenditures, net of disposals, for the years ended December 31, 20122014, 2013 and 20112012 were Ps. 15,56018,163 million, Ps. 17,882 million and Ps. 12,66615,560 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, | Year Ended December 31, | |||||||||||||||||||
2012 | 2011 | 2014 | 2013 | 2012 | ||||||||||||||||
(In millions of Mexican pesos) | (In millions of Mexican pesos) | |||||||||||||||||||
Coca-Cola FEMSA | Ps. | 10,259 | Ps. | 7,862 | Ps. 11,313 | Ps. 11,703 | Ps. 10,259 | |||||||||||||
FEMSA Comercio | 4,707 | 4,186 | 5,191 | 5,683 | 4,707 | |||||||||||||||
Other | 594 | 618 | 1,659 | 496 | 594 | |||||||||||||||
|
|
|
|
| ||||||||||||||||
Total | Ps. | 15,560 | Ps. | 12,666 | Ps. 18,163 | Ps. 17,882 | Ps. 15,560 |
Coca-Cola FEMSA
During 2012,In 2014, Coca-Cola FEMSA’sFEMSA focused its capital expenditures focused 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 IT. Capital expenditures in Mexico(5) information technology. Through these measures, Coca-Cola FEMSA strives to improve its profit margins and Central America were approximately Ps. 5,350 million and accounted for approximately 52% of Coca-Cola FEMSA’s capital expenditures, with South America representing the balance.overall profitability.
FEMSA Comercio
FEMSA Comercio’s principal investment activity is the construction and opening of new stores. During 2012,2014, FEMSA Comercio opened 1,0401,132 net new OXXO stores. FEMSA Comercio invested Ps. 4,7075,191 million in 20122014 in the addition of new stores, warehouses and improvements to leased properties.
CompetitionAntitrust Legislation
TheLey Federal de Competencia Económica (Federal Economic Competition Law or Mexican CompetitionAntitrust Law) became effective on June 22, 1993. The Mexican Competition Law and theReglamento de la Ley Federal de Competencia Económica (Regulations under the Mexican Competition Law), effective as of October 13, 2007, regulate1993, regulating monopolistic practices and requirerequiring Mexican government approval of certain mergers and acquisitions. The Mexican CompetitionFederal Antitrust Law subjects the activities of certain Mexican companies, including us, to regulatory scrutiny.
In addition, the Regulations underJune 2013, following a comprehensive reform to the Mexican CompetitionConstitution, 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 prohibit members of any trade association from reaching any agreement relatingcame into effect based on the amended constitutional provisions.
These amendments granted more power to the priceCFCE, including the ability to regulate essential facilities, order the divestment of their products.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 competitionantitrust 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—Antitrust Matters.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 itsthe territories in which it has operations, except for (i)those in Argentina, where authorities directly supervise certainfive products sold through supermarkets as a measure to control inflation, and (ii) Venezuela, where the government has recently 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.”
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.
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 Sparkling 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, 13%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% (Matoin the states of Mato Grosso do Sul and Goiás)s and 18% (Sãin the states of São Paulo, Minas Gerais, Paraná and Rio de Janeiro) in Brazil. Also,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’s Brazilian bottlerFEMSA 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 the companyit operates, defined primarily through a survey conducted by the government of each state, and generally updated every three months. 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. 0.300.3489 as of December 31, 2012)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 16.7418.35 colones per 250 ml (Ps. 0.420.4955 as of December 31, 2012),2014) per 250 ml, and an excise tax currently assessed at 5.796.373 colones per 250 ml (approximately Ps. 0.150.174 as of December 31, 2012).2014) per 250 ml.
Nicaragua imposes a 9.0% tax on consumption, and municipalities impose a 1%1.0% tax on Coca-Cola FEMSA’sour Nicaraguan gross income.
Panama imposes a 5.0% tax based on the cost of goods produced. Panama also imposesproduced and a 10%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 certainsome of Coca-Cola FEMSA’s products.
Brazil’s federal governmentBrazil assesses an average production tax of approximately 4.7%4.8% and an average sales tax of approximately 10.8%. Most of these8.8% over net sales. These taxes are fixed, based on average retail prices in each state where the company operates (VAT) or fixed by the federal government (excisebased 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)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.
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 theSecretaria del Medio Ambiente y Recursos Naturales or or Secretary of Environment and Natural Resources, which we refer to as “SEMARNAT”. An agency of SEMARNAT, theProcuraduría 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 theLey General de Equilibrio Ecológico y Protección al Ambiente (Federal General Law for Ecological Equilibrium and Environmental Protection, or the Mexican Environmental Law) and theLey General para la Prevención y Gestión Integral de los Residuos(General (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 theLey de Aguas Nacionales de 1992(as amended, the 1992 Water Law), enforced by theComisión 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 bottlerbottling 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.
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 createIndustria 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 (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 aCertificado de Industria Limpia (Certificate of Clean Industry).
As part of our environmental protection and sustainability strategies,Additionally, several of our subsidiaries have entered into 20-yearlong-term wind power purchase agreements with the Mareña Renovables Wind Farmwind 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. The Mareña Renovables Wind Farm will be located in the state of Oaxaca and is expected to have a capacity of 396 megawatts. We anticipate the Mareña Renovables Wind Farm will begin operations in 2014.
As part of Coca-Cola FEMSA’s environmental protection and sustainability strategies, in December 2009, Coca-Cola FEMSA, jointly with strategic partners, entered into a wind energy supply agreement with a Mexican subsidiary of the Spanish wind farm developer, GAMESA Energía, S.A., or GAMESA, to supply clean energy to Coca-Cola FEMSA’s bottling facility in Toluca, Mexico, owned by its subsidiary, Propimex, S. de R.L. de C.V. (formerly Propimex, S.A. de C.V.), or Propimex, and to some of its suppliers of PET bottles. In 2010, GAMESA sold its interest in the Mexican subsidiary that owned the wind farm to Iberdrola Renovables México, S.A. de C.V. The wind farm generating such energy, which is located in La Ventosa, Oaxaca, is expected to generate approximately 100 thousand megawatt hours of energy annually. The energy supply services began in April 2010.
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 calledMisión 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 state and municipalstate 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. For Coca-Cola FEMSA’s plants inIn addition, on February 6, 2012, Colombia it has obtained theCertificación Ambiental Fase IV (Phase IV Environmental Certificate) demonstrating its compliance at the highest level with relevant Colombian regulations.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 also engaged in nationwide reforestation programs, and national campaigns for the collection and recycling of glass and plastic bottles. In 2011, jointly with the FEMSA Foundation, Coca-Cola FEMSA was commended with the “Western Hemisphere Corporate Citizenship Award” for the social responsibility programs it carried out to respond to the extreme weather experienced in Colombia in 2010has also obtained and 2011, known locally as the “winter emergency.” In addition, Coca-Cola FEMSA also obtainedmaintained the ISO 9001, ISO 14001, OHSAS 18001, FSSC 22000 ISO 14001 and PAS 220 certifications for its plants located in Medellín,Medellin, Cali, Bogotá,Bogota, Barranquilla, Bucaramanga and La Calera, as recognition for the highest quality and food harmlessness in its production processes. Theseprocesses, 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 theLey Orgánica del Ambiente (Organic Environmental Law), theLey Sobre Sustancias, Materiales y Desechos Peligrosos(Substance, Material and Dangerous Waste Law), theLey Penal del Ambiente (Criminal Environmental Law) and theLey 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. Even though Coca-Cola FEMSA currently has had to adjust some of the originally proposed timelines due to construction delays, in 2009, Coca-Cola FEMSA completed the construction and received all the required permits to operate a new water treatment plantplants in its bottling facilityfacilities located in the city of Barcelona. At the end of 2011, Coca-Cola FEMSA concluded the construction of a new water treatment plant in its bottling plant in the city ofBarcelona, Valencia which began operations in February 2012. During 2011, Coca-Cola FEMSA also commenced construction of a new water treatment plantand in its Antimano bottling plant in Caracas which construction was concluded during the second quarter of 2012.and Coca-Cola FEMSA is also concluding the process of obtaining the necessary authorizations and licenses before it can begin the construction and expansion of its current water treatment plant in its bottling facility in Maracaibo.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.
In addition, in December 2010, the Venezuelan government approved theLey 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: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 since 1993;9001: 2008; (ii) ISO 14001 since March 1997;14001: 2004 and; (iii) norm OHSAS 18001 since 2005; (iv) ISO 22000 since 2007; and (v) PAS: 220 since 2010.
In Brazil it is also necessary to obtain concessions from the government to cast drainage. In December, 2010, Coca-Cola FEMSA increased the capacity of the water treatment plant in its Jundiaí facility.18001: 2007. In 2012, Coca-Cola FEMSA’s production plants inthe Jundiaí, Campo Grande, Bauru, Marília, Curitiba, Maringá, Porto Real and Mogi das Cruzes plants were certified in standard FSSC22000, and its plant located in Campo Grande is in the process of obtaining this certification as well.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. IfSince 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 theAssociação 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. 1,548,8741.4 million as of December 31, 2012)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.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 thean interlocutory appeal filed on behalf of ABIR in order to suspendsuspending 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 pendingup to the final resolution of the lawsuit. Coca-Cola FEMSA is currently awaiting final resolution of the lawsuit filed on both matters.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. Coca-Cola FEMSA is currently discussing with the relevant authorities the impact this law may have on Brazilian companies in complying with the regulation in effect in the City of São Paulo. 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 has not yet receivedis currently awaiting a responsefinal resolution from the Ministry of Environment.Environment, which it expect to receive during 2015.
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 theSecretaría de Ambiente y Desarrollo Sustentable(Ministry (Ministry of Natural Resources and Sustainable Development) and theOrganismo Provincial para el Desarrollo Sostenible(Provincial (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 withinSistema 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’s managementFEMSA 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 regulationsRegulations
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 amendedhas 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, theLey para la Defensa y Acceso Mexican government approved a las Personas a los Bienes y Servicios (Defensedecree which regulated the sale of food and Access to Goodsbeverages by elementary and Services Law). Any violationmiddle schools. In May 2014, the decree was replaced by a companynew decree that produces, distributesestablishes 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 sells goodsstill beverages that contain sugar or HFCS by schools is prohibited. Schools are still allowed to sell water and services could lead to fines, penalties orcertain still beverages, such as juices and juice-based beverages, that comply with the confiscationguidelines established in such decree. We cannot assure you that the Mexican government will not further restrict sales of the assets used to produce, distribute and sell these goods without compensation. Although we believeother of Coca-Cola FEMSA is in compliance with this law, consumer protection laws in Venezuela are subject to continuing review and changes,FEMSA’s products by such schools. These restrictions and any such changesfurther restrictions could lead tohave an adverse impact on Coca-Cola FEMSA.
In July 2011, the Venezuelan government passed theLey de Costos y Precios Justos(Fair Costs and Prices Law). The purpose of this law is to establish the regulations and administrative processes necessary to maintain the price stability of, and equal access to, goods and services. The law also creates the National Ministry of Costs and Prices, whose main role is to oversee price controls and set maximum retail prices on certain consumer goods and services. Of Coca-Cola FEMSA’s products, only certain of its bottled water beverages were affected by these regulations, which mandated a lowering of its sale prices as of April 2012. Any failure to comply with this law would result in fines, temporary suspension or the closureresults of operations. While Coca-Cola FEMSA is currently in compliance with this law, we cannot assure you that the Venezuelan government’s future regulation of goods and services will not result in a forced reduction of prices in respect of certain of Coca-Cola FEMSA’s other products, which could have a negative effect on its results.
In May 2012, the Venezuelan government adopted significant changes to its labor regulations. This amendment to Venezuela’s labor regulations could have a negative impact on Coca-Cola FEMSA’s business and operations. The principal changes that impact 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) the reduction of the maximum daily and weekly work hours (from 44 to 40 weekly); and (iv) the increase in obligatory weekly breaks, prohibiting any corresponding reduction in salaries.
In November, 2012, the government of the Province of Buenos Aires, Argentina, adopted Law No. 14,394, which increased the tax rate applied to product sales within the Province of Buenos Aires. If the products are manufactured in plants located in the territory of the Province of Buenos Aires, Law No. 14,394 increases the tax rate from 1% to 1.75%; if the products are manufactured in any other Argentine province, the law increases the tax rate from 3% to 4%.
In January 2012, the Costa Rican government approved a decree thatwhich regulates the sale of food and beverages in public schools. The decree came into effect in 2012. Enforcement of this law will be gradual, from 2012 to 2014, depending on the specific characteristics of the food or beverage in question. 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 willis still be allowed to sell water and certain still beverages in schools. WeIn 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 such further restrictions could lead tohave an adverse impact on Coca-Cola FEMSA’s results.results of operations.
In DecemberMay 2012, the Cost RicanVenezuelan government repealed Article 61adopted 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 theirCódigo Fiscal(Fiscal Code) 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 had allowedregulates 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.
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 Rican subsidiaries to follow certain specified procedures to preventRica repealed a tax withholdingsexemption on dividends paid to parent companies.
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 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 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 theCódigo de Mineração (Code of Mining, Decree Law No. 227/67), theCódigo 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 theDepartamento 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, we doit does not exploit mineralspring water. In theits Mogi das Cruzes, Bauru and Campo Grande plants, we haveit has all the necessary permits for the exploitation of mineralspring 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.
In Nicaragua, the use of water is regulated by theLey 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 theLey 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 theReglamento de Uso de Aguas de Panamá(Panama (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 theLey de Aguas (Water Law).
In addition, Coca-Cola FEMSA obtains water for the production of some of its natural spring water products, such asManantialin 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 ourCoca-Cola FEMSA’s future production needs, that weit will be able to maintain ourits current concessions or that additional regulations relating to water use will not be adopted in the future in ourits 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 |
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.
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.”
In November 2012, through FEMSA Comercio,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 agreed to acquirerecognized a 75% stakereduction in Farmacias YZA, a leading drugstore operator in Southeast Mexico, with the current shareholders staying as partners with the remaining 25%. Farmacias YZA, headquartered in Merida, Yucatan, operated 333 storesequity of Ps. 11,836 million as of December 31, 2014 based on the datevaluation of our net investment in Venezuela at the agreement. We believe we can contributeSICAD II exchange rate of 49.99 bolivars per U.S. dollar. As of December 31, 2014, our significant expertiseforeign direct investment in Venezuela was Ps. 4,015 million, using the developmentSICAD II exchange rate of small-box retail formats to what is already a successful regional player49.99 bolivars per US$ 1.00.
As of February 2015, there are three exchange rates in this industry. In turn, this transaction opensVenezuela. 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 avenueexchange 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 growth for FEMSA Comercio. The transaction is pending customary regulatory approvals and is expectedthese transactions using the official exchange rate. However, we will continue to close inmonitor any changes that may effect the second quarterapplicable exchange rate that we use to settle imports of 2013.our raw materials into Venezuela.
In December 2012, Coca-Cola FEMSA reached an agreement with The Coca-Cola Company to acquire a 51% non-controlling majority stakeNovember 2014, we announced that Federico Reyes Garcia, FEMSA’s Vice President of CCBPI for US $688.5 million in an all-cash transaction. Coca-Cola FEMSA closed this transactionCorporate Development, would retire on January 25, 2013. The implied enterprise value of 100% of CCBPI is US$ 1,350 million. Coca-Cola FEMSAApril 1, 2015. Mr. Reyes Garcia will have an option to acquire all of the remaining 49% of the capital stock of CCBPI at any time during the seven years following the closing, at the same enterprise value adjusted for a carrying cost and certain other adjustments. Coca-Cola FEMSA will have a put option, exercisable six years after the initial closing, to sell its ownership in CCBPI back to The Coca-Cola Company at a price that will be calculated using the same EBITDA multiple used in the acquisition of the 51% stake of CCBPI, capped at the aggregate enterprise value for the amount acquired, adjusted for certain items. Coca-Cola FEMSA will be managing the day-to-day operations of the business. The Coca-Cola Company will have certain rightsremain on the operational business plan. Given the terms of both the options agreement and Coca-Cola FEMSA’s shareholders agreement with The Coca-Cola Company, Coca-Cola FEMSA will not consolidate the results of CCBPI. Coca-Cola FEMSA will recognize the results of CCBPI using the equity method.
In January 2013, Coca-Cola FEMSA entered into an agreement to merge Grupo Yoli into its company. Grupo Yoli operates in Mexico, mainly in the state of Guerrero, Mexico, as well as in parts of the state of Oaxaca, Mexico. The merger agreement was approved by both Coca-Cola FEMSA and Grupo Yoli’s boards of directors and is subjectFinance 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 approvalboards of the CFCdirectors of FEMSA and the shareholders’ meetings of both companies. The aggregate enterprise value of this transaction was Ps. 8,806 million. Coca-Cola FEMSA, will issue approximately 42.4 million new series “L” shares toas well as on the shareholdersHeineken 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 Grupo Yoli once the transaction closes. As partdirectors of this transaction,FEMSA and Coca-Cola FEMSA will increase its participation in Piasa by 9.5%. Coca-Cola FEMSA expects to close this transaction in the second quarter of 2013.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 2011, 62%, and 61%, 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. TheOther than Venezuela, the participation of these other countries as a percentage of our total sales has not changed significantly during the last five years and total sales are expected to increase in future periods due to acquisitions.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, in both 2012 and 2011 Mexican GDP expanded by 2.1% in 2014 and by approximately 3.9%.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 3.54%3.08% in 2013,2015, as of the latest estimate, published on March 1, 2013.5, 2015. The Mexican economy continues to be heavily influenced by the U.S. economy, and therefore, further deterioration in economic conditions in, or delays in the recovery of, the U.S. economy may hinder any recovery in Mexico.
Our future results may be significantlyare affected by the general economic and financial conditions in the countries where we operate, including by levelsconduct operations. Most of economic growth,these economies continue to be heavily influenced by the devaluationU.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 local currency, bycurrencies of the countries in which we operate. Decreases in growth rates, periods of negative growth and/or increases in inflation and highor interest rates or by political developments, and may result in lower demand for our products, lower real pricing of our products or a shift to lower margin products. Because a large percentageIn addition, an increase in interest rates would increase the cost to us of variable rate funding, which would have an adverse effect on our costs are fixed costs, we may not be able to reduce such costs and expenses, and our profit margins may suffer as a result of downturns in the economy of each country.financial position.
Beginning in the fourth quarter of 20102012 and through 2012,2014, the exchange rate between the Mexican peso and the U.S. dollar fluctuated from a low of Ps. 11.5111.98 per U.S. dollar, to a high of Ps. 14.3714.79 per U.S. dollar. At December 31, 2012,2014, the exchange rate (noon buying rate) was Ps. 12.963514.75 to US$ 1.00. On March 31, 2013,April 17, 2015, the exchange rate was Ps. 12.315515.3190 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.
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 32.3 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.
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. An impairmentImpairment exists when the carrying value of an asset or cash generating unit (“CGU”)(CGU) exceeds its recoverable amount, which is the higher of its fair value less costs to sell orand 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 generatingcash-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 a depreciable long livedan 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. The key assumptions used to determine the recoverable amount for our CGUs, including a sensitivity analysis, are further explained in Notes 3.15 and 12 to our audited consolidated financial statements.
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 3.11, 3.13,3.12, 3.14, 11 and 12 to our audited consolidated financial statements.
Post-employment and other long-term employee benefits
We annuallyregularly 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 16.116 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. For our particular Mexican subsidiaries, we recognize deferred income taxes, based on our financial projections depending on whether we expect to incur the regular income tax (“ISR”) or the business flat tax (“IETU”) in the future. Additionally, weWe 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.
Tax, labor and legal contingencies and provisions
We are subject to various claims and contingencies, on a range of matters including, among others,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” |
• | 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 |
• | 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 dateacquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition dateacquisition-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 weto measure the non-controlling interest in the acquiree eithersuch interests at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Investments in Associatesassociates
If we hold, directly or indirectly, 20%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%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%-owned20 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 whether the existence and effect of potential voting rights that are currently exercisable or currently convertible should also be considered when assessing whether we have significant influence.
In addition, we evaluate the followingcertain indicators that provide evidence of significant influence:influence, such as:
ExtentWhether the extent of our ownership is significant relative to other shareholdingsshareholders (i.e. a lack of concentration of other shareholders);
OurWhether our significant stockholders, our parent,shareholders, fellow subsidiaries or our officers hold additional investment in the investee; and
WeWhether we are part of significant investee committees, such as the executive committee or the finance committee.
An arrangement can be a joint arrangement even though not all of IFRSits 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:
As
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 210 to our audited consolidated financial statements, we adopted IFRS foron January 25, 2013, Coca-Cola FEMSA closed the preparationacquisition of our financial information beginning51% 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 2012. Pursuantthe foreseeable future due to current SEC reporting requirements, foreign private issuers may provide in their SEC filings financial statements prepared in accordance with IFRS, without a reconciliation to U.S. GAAP.
The consolidated financial statements we issued for the year endedfact that the call option was “out of the money” as of December 31, 2012 were our first annual financial statements that complied with IFRS. Our IFRS transition date was January 1, 2011,2014 and therefore,2013. See “Item 4. Information on the year ended December 31, 2011 was the comparative period to be covered. IFRS 1, “First-Time Adoption of International Financial Reporting Standards” (which we refer to as IFRS 1), sets forth mandatory exceptions and allows certain optional exemptions to the complete retrospective application of IFRS; seeCompany—Corporate Background.”
Venezuela exchange rates
As is further explained in Note 273.3 to our audited consolidated financial statements;
Mandatory Exceptions
We have appliedstatements, the following mandatory exceptionsexchange rate used to retrospective application of IFRS, effective as of our IFRS transition date:
Derecognition of Financial Assetsaccount for foreign currency denominated monetary items arising in Venezuela, and Liabilities:
We appliedalso the derecognition rules of IAS 39,Financial Instruments: Recognition and Measurementprospectively for transactions occurring on or after the date of transition. As a result, there was no impact in our consolidated financial statements dueexchange rate used to the application of this exception.
Hedge Accounting:
We measured at fair value all derivative financial instruments and hedging relationships designated and documented effectively as accounting hedges as required by IAS 39 as of the transition date. As a result, there was no impact in our consolidated financial statements due to the application of this exception.
Non-controlling Interest:
We applied the requirements in IAS 27, Consolidated and Separate Financial Statements related to non-controlling interests prospectively beginning on the transition date. As a result, there was no impact in our consolidated financial statements due to the application of this exception.
Accounting Estimates:
Estimates prepared under IFRS as of January 1, 2011 are consistent with the estimates recognized under Mexican FRS as of the same date.
Optional Exemptions
We have elected the following optional exemptions to retrospective application of IFRS, effective as of our IFRS transition date:
Business Combinations and Acquisitions of Associates and Joint Ventures
We elected not to apply IFRS 3Business Combinations, to business combinations as well as to acquisitions of associates and joint ventures prior to our transition date.
Deemed Cost
An entity may elect to measure an item or all of property, plant and equipment at the Transition date at its fair value and use that fair value as its deemed cost at that date. In addition, a first-time adopter may elect to use a previous GAAP’s revaluation of an item of property, plant and equipment at, or before, the Transition date as deemed cost at the date of the revaluation, if the revaluation was, at the date of the revaluation, broadly comparable to (i) fair value; or (ii) cost or depreciated cost in accordance with IFRS, adjusted to reflect changes in a general or specific price index.
We have presented our property, plant and equipment and our intangible assets at IFRS historical costs in all countries.
In Mexico, we ceased to record inflationary adjustments to our property, plant and equipment on December 31, 2007, due to both changes in Mexican FRS in effect at that time, and the fact that the Mexican peso was not deemed to be a currency of an inflationary economy as of that date. According to IAS 29Financial Reporting in Hyperinflationary Economies, the last hyperinflationary period for the Mexican peso was in 1998. As a result, we eliminated the cumulative inflation recognized within long-lived assets for our Mexican operations, based on Mexican FRS for the years 1999 through 2007, which were not deemed hyperinflationary for IFRS purposes.
In Venezuela, this IFRS historical cost represents actual historical cost in the year of acquisition, indexed for inflation in a hyperinflationary economy based on the provisions of IAS 29.
Cumulative Translation Effect
We applied the exemption to not recalculate retroactively the translation differences intranslate the financial statements of foreign operations; accordingly, at the transition date, we reclassified the cumulative translation effect to retained earnings.
The applicationour Venezuelan subsidiary for group reporting purposes are both key sources of this exemption is detailedestimation uncertainty in Note 27.3 (h) topreparing our audited consolidated financial statements.
Borrowing Costs
We began capitalizing our borrowing costs at the transition date in accordance with IAS 23,Borrowing Costs. The borrowing costs included previously under Mexican FRS were subject to the deemed cost exemption mentioned above.
Future Impact of Recently Issued Accounting Standards not yet in Effect
We have not early adoptedapplied the following new and revised IFRS whichand IAS that have been issued but were not yet effective as of December 31, 2012:2014:
• | 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 9, Financial Instruments, issued in November 2009 and amended in October 2010, introduces new requirements11, “Joint Arrangements; Accounting for acquisitions of interests”: The amendments require that a joint operator accounting for the classification and measurementacquisition of financial assets and financial liabilities and for derecognition. The standard requires all recognized financial assets that are within the scope of IAS 39 to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal andan interest on the principal outstanding, are generally measured at amortized cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods. The most significant effect of IFRS 9 regarding the classification and measurement of financial liabilities relates to the accounting for changes in fair value of a financial liability (designated as at FVTPL) attributable to changes in the credit risk of that liability. Specifically, under IFRS 9, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognized in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously, under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at FVTPL was recognized in profit or loss. We have not early adopted this standard. We have yet to complete our evaluation of whether this standard will have a material impact on our consolidated financial statements.
In May and June, 2011, the IASB issued new standards and amended some existing standards including requirements of accounting and presentation for particular topics that have not yet been applied in these consolidated financial statements. A summary of those changes and amendments includes the following:
IAS 28, “Investments in Associates and Joint Ventures” (2011) (which we refer to as IAS 28) prescribes the accounting for investments in associates and establishes the requirements to apply the equity method for those investments in associates and in joint ventures. The standard is applicable to all entities with joint control of, or significant influence over, an investee. This standard supersedes the previous version of IAS 28, Investments in Associates. The effective date of IAS 28 (2011) is January 1, 2013, with early application permitted, but it must be applied in conjunction with IFRS 10, IFRS 11 and IFRS 12. This standard has not been early adopted by us. We have yet to complete our evaluation, of whether this standard will have a material impact on our consolidated financial statements.
IFRS 10, Consolidated Financial Statements, establishes the principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities. The standard requires the controlling company to present its consolidated financial statements; modifies the definition about the principle of control, establishes such definition as the basis for consolidation; and establishes how to apply the principle of control to identify if an investment is subject to consolidation. The standard replaces IAS 27, Consolidated and Separate Financial Statements and SIC 12, Consolidation – Special Purpose Entities. The effective date of IFRS 10 is January 1, 2013, with early application permitted, but it must be applied in conjunction with IAS 28 (2011), IFRS 11 and IFRS 12. This standard has not been early adopted by us. We have yet to complete our evaluation of whether this standard will have a material impact on our consolidated financial statements.
IFRS 11, Joint Arrangements, classifies joint arrangements as either joint operations (combining the existing concepts of jointly controlled assets and jointly controlled operations) or joint ventures (equivalent to the existing concept of a jointly controlled entity). Joint operation is a joint arrangement whereby the parties that have joint control have rights to the assets and obligations for the liabilities. 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. IFRS 11 requires the use of the equity method of accounting for interests in joint ventures thereby eliminating the proportionate consolidation method. The determination of whether a joint arrangement is a joint operation, orin 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 ventureoperation is basednot remeasured on the parties’ rightsacquisition 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 obligations under the arrangement, with the existenceacquisition of a separate legal vehicle no longer being the key factor. The effective date of IFRS 11 is January 1, 2013, with early application permitted, but it must be applied in conjunction with IAS 28 (2011), IFRS 10 and IFRS 12. This standard has not been early adopted by us. We have yet to complete our evaluation of whether this standard will have a material impact on our consolidated financial statements.
IFRS 12, Disclosure of Interests in Other Entities, has the objective to require the disclosure of information to allow the users of financial information to evaluate the nature and risk associated with theirany additional interests in other entities,the same joint operation and the effects of such interests on their financial position, financial performance and cash flows. The effective date of IFRS 12 is January 1, 2013, with early application permitted in certain circumstances, but it must be applied in conjunction with IAS 28 (2011), IFRS 10 and IFRS 11. This standard has not been early adopted by us. We have yet to complete our evaluation of whether this standard will have a material impact on our consolidated financial statements.
IFRS 13, Fair Value Measurement, establishes a single framework for measuring fair value where that is required by other standards. The standard applies to both financial and non-financial items measured at fair value. Fair value is defined as “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.” IFRS 13 isare prospectively effective for annual periods beginning on or after January 1, 2013,2016, with early adoption permitted, and applies prospectivelypermitted. We anticipate that there will be no impact on the financial statements from the beginningadoption of the annual periodthese amendments because we do not have any investments in which the standard is adopted. This standard has not been early adopted by us. We have yet to complete our evaluation of whether this standard will have a material impact on our consolidated financial statements.
Amendments to IAS 32, Financial Instruments: Presentation, and IFRS 7, Financial Instruments: Disclosures, as it relates to offsetting financial assets and financial liabilities and the related disclosures. The amendments to IAS 32 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 amendments to IFRS 7 require entities to disclose information about rights of offset and related arrangements (such as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar arrangement. The amendments to IFRS 7 are required for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. The disclosures should be provided retrospectively for all comparative periods. This standard has not been early adopted by us. We have yet to complete our evaluation of whether this standard will have a material impact on our consolidated financial statements.joint operation.
The following table sets forth our consolidated income statement under IFRS for the years ended December 31, 2012,2014, 2013, and 2011:2012:
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||
2012(1) | 2012 | 2011 | 2014(1) | 2014 | 2013 | 2012 | ||||||||||||||||||||||
(in millions of U.S. dollars and Mexican pesos) | (in millions of U.S. dollars and Mexican pesos) | |||||||||||||||||||||||||||
Net sales | $ | 18,276 | Ps.236,922 | Ps.200,426 | $ | 17,816 | Ps. | 262,779 | Ps. | 256,804 | Ps. | 236,922 | ||||||||||||||||
Other operating revenues | 107 | 1,387 | 1,114 | 45 | 670 | 1,293 | 1,387 | |||||||||||||||||||||
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Total revenues | 18,383 | 238,309 | 201,540 | 17,861 | 263,449 | 258,097 | 238,309 | |||||||||||||||||||||
Cost of goods sold | 10,569 | 137,009 | 117,244 | 10,392 | 153,278 | 148,443 | 137,009 | |||||||||||||||||||||
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Gross profit | 7,814 | 101,300 | 84,296 | 7,469 | 110,171 | 109,654 | 101,300 | |||||||||||||||||||||
Administrative expenses | 737 | 9,552 | 8,172 | 694 | 10,244 | 9,963 | 9,552 | |||||||||||||||||||||
Selling expenses | 4,789 | 62,086 | 50,685 | 4,679 | 69,016 | 69,574 | 62,086 | |||||||||||||||||||||
Other income | 135 | 1,745 | 381 | 74 | 1,098 | 651 | 1,745 | |||||||||||||||||||||
Other Expenses | (152 | ) | (1,973 | ) | (2,072 | ) | ||||||||||||||||||||||
Other expenses | (86 | ) | (1,277 | ) | (1,439 | ) | (1,973 | ) | ||||||||||||||||||||
Interest expense | (193 | ) | (2,506 | ) | (2,302 | ) | (454 | ) | (6,701 | ) | (4,331 | ) | (2,506 | ) | ||||||||||||||
Interest income | 60 | 783 | 1,014 | 58 | 862 | 1,225 | 783 | |||||||||||||||||||||
Foreign exchange (loss) gain, net | (14 | ) | (176 | ) | 1,148 | |||||||||||||||||||||||
(Loss) gain on monetary position for subsidiaries in hyperinflationary economies | (1 | ) | (13 | ) | 53 | |||||||||||||||||||||||
Market value gain (loss) on financial instruments | 1 | 8 | (109 | ) | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method | 2,124 | 27,530 | 23,552 | 1,610 | 23,744 | 25,080 | 27,530 | |||||||||||||||||||||
Income taxes | 613 | 7,949 | 7,618 | 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 | 653 | 8,470 | 4,967 | 348 | 5,139 | 4,831 | 8,470 | |||||||||||||||||||||
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Consolidated net income | $ | 2,164 | Ps. 28,051 | Ps. 20,901 | $ | 1,534 | Ps. | 22,630 | Ps. | 22,155 | Ps. | 28,051 | ||||||||||||||||
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Controlling interest net income | 1,597 | 20,707 | 15,332 | 1,132 | 16,701 | 15,922 | 20,707 | |||||||||||||||||||||
Non-controlling interest net income | 567 | 7,344 | 5,569 | 402 | 5,929 | 6,233 | 7,344 | |||||||||||||||||||||
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Consolidated net income | $ | 2,164 | Ps. 28,051 | Ps. 20,901 | $ | 1,534 | Ps. | 22,630 | Ps. | 22,155 | Ps. | 28,051 | ||||||||||||||||
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(1) | Translation to U.S. dollar amounts at an exchange rate of Ps. |
The following table sets forth certain operating results by reportable segment under IFRS for each of our segments for the years ended December 31, 20122014, 2013 and 2011.2012.
As of December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||
Percentage Growth | Percentage Growth (Decrease) | |||||||||||||||||||||||||||||||
2012 | 2011 | 2012 vs. 2011 | 2014 | 2013 | 2012 | 2014 vs. 2013 | 2013 vs. 2012 | |||||||||||||||||||||||||
Net sales | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | Ps.146,907 | Ps.122,638 | 19.8 | % | Ps. 146,948 | Ps. 155,175 | Ps. 146,907 | (5.3% | ) | 5.6% | ||||||||||||||||||||||
FEMSA Comercio | 86,433 | 74,112 | 16.6 | % | 109,624 | 97,572 | 86,433 | 12.4% | 12.9% | |||||||||||||||||||||||
Total revenues | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 147,739 | 123,224 | 19.9 | % | 147,298 | 156,011 | 147,739 | (5.6% | ) | 5.6% | ||||||||||||||||||||||
FEMSA Comercio | 86,433 | 74,112 | 16.6 | % | 109,624 | 97,572 | 86,433 | 12.4% | 12.9% | |||||||||||||||||||||||
Cost of goods sold | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 79,109 | 66,693 | 18.6 | % | 78,916 | 83,076 | 79,109 | (5.0% | ) | 5.0% | ||||||||||||||||||||||
FEMSA Comercio | 56,183 | 48,636 | 15.5 | % | 70,238 | 62,986 | 56,183 | 11.5% | 12.1% | |||||||||||||||||||||||
Gross profit | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 68,630 | 56,531 | 21.4 | % | 68,382 | 72,935 | 68,630 | (6.2% | ) | 6.3% | ||||||||||||||||||||||
FEMSA Comercio | 30,250 | 25,476 | 18.7 | % | 39,386 | 34,586 | 30,250 | 13.9% | 14.3% | |||||||||||||||||||||||
Administrative expenses | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 6,217 | 5,140 | 21.0 | % | 6,385 | 6,487 | 6,217 | (1.6% | ) | 4.3% | ||||||||||||||||||||||
FEMSA Comercio | 1,666 | 1,433 | 16.3 | % | 2,042 | 1,883 | 1,666 | 8.4% | 13.0% | |||||||||||||||||||||||
Selling expenses | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 40,223 | 32,093 | 25.3 | % | 40,464 | 44,828 | 40,223 | (9.7% | ) | 11.4% | ||||||||||||||||||||||
FEMSA Comercio | 21,686 | 18,353 | 18.2 | % | 28,492 | 24,707 | 21,686 | 15.3% | 13.9% | |||||||||||||||||||||||
Depreciation | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 5,078 | 3,850 | 31.9 | % | 6,072 | 6,371 | 5,078 | (4.7% | ) | 25.5% | ||||||||||||||||||||||
FEMSA Comercio | 1,940 | 1,685 | 15.1 | % | 2,779 | 2,328 | 1,940 | 19.4% | 20.0% | |||||||||||||||||||||||
Gross margin(1)(2) | ||||||||||||||||||||||||||||||||
Coca-Cola FEMSA | 46.5 | % | 45.9 | % | 0.6p.p | 46.4 | % | 46.7 | % | 46.5 | % | (0.3p.p. | ) | 0.2p.p. | ||||||||||||||||||
FEMSA Comercio | 35.0 | % | 34.4 | % | 0.6p.p | 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 | 180 | 86 | 109.3 | % | (125 | ) | 289 | 180 | (143.3% | )(4) | 60.6% | |||||||||||||||||||||
FEMSA Comercio | (23 | ) | — | N/a | 37 | 11 | (23 | ) | 236.4% | 147.8% | ||||||||||||||||||||||
CB Equity(3) | 8,311 | 4,880 | 70.3 | % | 5,244 | 4,587 | 8,311 | 14.3% | (44.8% | ) |
(1) | Gross margin is calculated with reference to total revenues. |
(2) | As used herein, |
(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, 20122014 Compared to the Year Ended December 31, 20112013
FEMSA Consolidated
FEMSA’s consolidated total revenues increased 18.2%2.1% to Ps. 238,309263,449 million in 20122014 compared to Ps. 201,540258,097 million in 2011. All of FEMSA’s operations—beverages and retail—contributed positively to this revenue growth.2013. Coca-Cola FEMSA’s total revenues increased 19.9%decreased 5.6% to Ps. 147,739147,298 million, driven by double-digit total revenue growth in both of its divisions and the integration ofnegative translation effect resulting from using the beverage divisions of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico.SICAD II exchange rate to translate the Venezuelan operation. FEMSA Comercio’s revenues increased 16.6%12.4% to Ps. 86,433109,624 million, mainly driven by the opening of 1,0401,132 net new stores combined with an average increase of 7.7%2.7% in same-store sales.
Consolidated gross profit increased 20.2%0.5% to Ps. 101,300110,171 million in 20122014 compared to Ps. 84,296109,654 million in 2011, driven by Coca-Cola FEMSA and FEMSA Comercio.2013. Gross margin increased by 0.70 percentagedecreased 70 basis points fromto 41.8% of consolidated total revenues in 2011compared to 42.5% in 2012.2013, reflecting margin contraction at Coca-Cola FEMSA.
Consolidated administrative expenses increased 16.9%2.8% to Ps. 9,55210,244 million in 20122014 compared to Ps. 8,1729,963 million in 2011.2013. As a percentage of total revenues, consolidated administrative expenses decreased from 4.1%remained stable at 3.9% in 2011 to 4.0% in 2012.2014.
Consolidated selling expenses increased 22.5%decreased 0.8% to Ps. 62,08669,016 million in 20122014 as compared to Ps. 50,68569,574 million in 2011. This increase was attributable to greater selling expenses at Coca-Cola FEMSA and FEMSA Comercio.2013. As a percentage of total revenues, selling expenses increased 0.90decreased 80 percentage points, from 25.1%26.9% in 20112013 to 26.0%26.1% in 2012.2014.
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 2012,2014, other expenses decreased to Ps. 1,9731,277 million from Ps. 2,0721,439 million in 2011. In both 20122013.
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 2011, otherCoca-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 largelyPs. 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 netnegative 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.
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 items, suchoverhead costs. Concentrate prices are determined as a newpercentage 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 lawcosts in Venezuela (LOTTT)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.
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 lossesFEMSA 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 significant disposals of long-lived assets in 2011.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 2012,2013, other income increaseddecreased to Ps. 651 million from Ps. 1,745 million from Ps. 381 million in 2011, largely2012, due to a tough comparison primarily driven by the net effect of certain items driven by 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 expenses1 increased to Ps. 1,9044,249 million from Ps. 196 million in 2011, driven by a non-cash foreign exchange loss of Ps. 1761,904 million in 2012, driven by an interest expense of Ps. 4,331 million in 2013 compared to a tough comparison base of a non-cash foreign exchange gain of Ps. 1,1482,506 million in 20112012 resulting from the sequential appreciation of the Mexican Pesohigher financing expenses related to bonds issued by FEMSA and its impact on the dollar-denominated portion of our cash balance.Coca-Cola FEMSA.
Our accounting provision for income taxes in 20122013 was Ps. 7,9497,756 million, as compared to Ps. 7,6187,949 million in 2011,2012, resulting in an effective tax rate of 28.9%30.9% in 2012,2013, as compared to 32.3%28.9% in 2011.2012.
Share of the profit of associates and joint ventures was accounted for using the equity method, net of taxes. This line item increased 70.5%taxes, decreased 42.9% to Ps. 4,831 million in 2013 compared with Ps. 8,470 million in 2012, compared with Ps. 4,967 million in 2011, mainly driven by a tough comparable base caused by a non-cash exceptional gain related to the revaluation of certain previously held equity interests ofheld by Heineken in connection with an acquisition madeAsia in Asia.the fourth quarter of 2012.
Consolidated net income was Ps. 22,155 million in 2013 compared to Ps. 28,051 million in 2012, compared to Ps. 20,901 million in 2011,resulting from a difference mainly attributable to Coca-Cola FEMSA, FEMSA Comercio andtough comparable base caused by a non-cash exceptional gain related to the revaluation of certain previously held equity interests ofheld by Heineken in Asia.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, compared to Ps. 15,332 million in 2011, which difference was also due principally to a tough comparable base caused by a non-cash exceptional gain related to the revaluation of certain previously held equity interests ofheld by Heineken in Asia.Asia in the fourth quarter of 2012. Controlling interest net income in 2012 per FEMSA Unit2 in 2013 was Ps. 5.794.45 (US$ 4.453.40 per ADS).
Coca-Cola FEMSA
Coca-Cola FEMSA consolidated total revenues increased 19.9%5.6% to Ps. 147,739156,011 million in 2012,2013, as compared to 2011, driven by double-digit total revenue2012. Revenue growth of 6.9% in both of its divisions, including Venezuela,Coca-Cola FEMSA’s Mexico and Central America division (including Venezuela), including the integration of Grupo Tampico, Grupo CIMSAFomento Queretano and Grupo Fomento Queretano intoYoli in its Mexican operations. Excludingoperations, coupled with a 4.6% growth in its South America division, including the non-comparableintegration of Spaipa and Companhia Fluminense in Brazil, compensated for the negative translation effect generated by the devaluation of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretanothe currencies in Coca-Cola FEMSA’s Mexican operations,South America division. Excluding the recently integrated territories in Mexico and Brazil, total revenues grew 11.6%.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 Tampico, Grupo CIMSA and Grupo Fomento Queretano, in Mexico,Grupo Yoli, Spaipa and Companhia Fluminense, total revenues increased 15.0%.16.3% in 2013 as compared to 2012.
Total sales volume increased 15.0%5.2% to 3,046.23,204.6 million unit cases in 2012,2013, as compared to 2011. The2012. Excluding the integration of Grupo Tampico, Grupo CIMSAFomento Queretano and Grupo Fomento QueretanoYoli in Coca-Cola FEMSA’s Mexican operations accounted for 332.7and Spaipa and Companhia Fluminense in its Brazilian operations, volumes remained flat at 3,055.2 million unit cases of which sparkling beverages represented 62.5%, water 5.1%, bulk water 27.9% and still beverages 4.5%. Excluding non-comparable effects of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico, total sales volumes grew 2.4% to 2,713.5 million unit cases.2013. On the same basis, the sparkling beverage category grew 2.0%, mainly driven by theCoca-Cola brand, which accounted for more than 65% of incremental volumes of Coca-Cola FEMSA. The still beverage category grew 13.5%8.5%, mainly driven by the performance of the Jugos del Valle line of business, in Mexico, VenezuelaPoweradeandFUZE tea across Coca-Cola FEMSA’s territories. In addition and Brazil, andexcluding the Del Prado line of business in Central America, representing close to 30% of incremental volumes.newly integrated territories, Coca-Cola FEMSA’s bottled water portfolio includinggrew 5.3%, driven by the performance ofCiel, Bonaqua, andBrisabrands. These increases compensated for flat volumes in Coca-Cola FEMSA’s sparkling beverage category and a 2.2% decrease in its bulk water grew 0.9%, and contributed the balance.business.
Consolidated average price per unit case increased by 4.4%decreased 0.3%, reaching Ps. 47.15 in 2013, as compared to Ps. 47.27 in 2012, as comparedmainly due to Ps. 45.29 in 2011.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 allmost of Coca-Cola FEMSA’s territories mainly driven by price increases implemented during the year and higher volumes of sparkling beverages, which carry higher average prices per unit case.year.
Gross profit increased 6.3% to Ps. 72,935 million in 2013, as compared to 2012. Cost of goods sold increased 18.6% to Ps. 79,109,5.0%, mainly as a result of higher sweetener costslower sugar prices in Mexico duringmost of Coca-Cola FEMSA’s territories in combination with the first halfappreciation of the year andaverage 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 real, the Argentinian pesoreais and the MexicanColombian peso as applied to Coca-Cola FEMSA’s U.S. dollar-denominated raw material costs. Gross margin reached 46.5% in 2012,46.7%, an expansionincrease of 6020 basis points as compared to 2011. Gross profit increased 21.4%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 Ps. 68,630 million in 2012, as compared to 2011.
Administrative expenses increased 21.0% to Ps. 6,217 in 2012, comparedCoca-Cola FEMSA’s production facilities, wages and other employment costs associated with Ps. 5,140 in 2011; however,the labor force employed at its production facilities and certain overhead costs. Concentrate prices are determined as a percentage of sales they remained stable at 4.2%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.
SellingAdministrative 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 25.3%10.5%, mainly as a result of the integration of Grupo Tampico, Grupo CIMSAFomento Queretano and Grupo Fomento QueretanoYoli in Mexico.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 costs in Venezuela and Brazil in combination with higher labor and freight costs in Argentina,Coca-Cola FEMSA’s South America division and continued marketing investmentinvestments to reinforcesupport 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 marketplace, widen its cooler coverageamount 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 broaden its returnable base availability across its territories. Duringa 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 also recorded additional expenses relatedcurrently 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 developmentbasis of information systems and commercial capabilities in connection with its commercial models, and certain investments related, among others, to the development2,056.0 million shares outstanding (each Coca-Cola FEMSA ADS represents 10Coca-Cola FEMSA Series L shares) as of new lines of business and non-carbonated beverage categories.December 31, 2013.
FEMSA Comercio
FEMSA Comercio total revenues increased 16.6%12.9% to Ps. 97,572 million in 2013 compared to Ps. 86,433 million in 2012, compared to Ps. 74,112 million in 2011, primarily as a result of the opening of 1,0401,120 net new stores during 2012,2013, together with an average increase in same-store sales of 7.7%2.4%. As of December 31, 2012,2013, there were a total of 10,60111,721 stores in Mexico. FEMSA Comercio same-store sales increased an average of 7.7%2.4% compared to 2011,2012, driven by a 3.8%2.8% increase in average customer ticket that more than offset a 0.5% decrease in store traffic and 3.8% in average ticket.traffic.
Cost of goods sold increased 15.5%12.1% to Ps. 56,18362,986 million in 2012,2013, below total revenue growth, compared with Ps. 48,63656,183 million in 2011.2012. As a result, gross profit reached Ps. 30,25034,586 million in 2012,2013, which represented a 18.7%14.3% increase from 2011.2012. Gross margin expanded 0.60 percentage40 basis points to reach 35.0%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 our achievement of certain sales objectives with some of these partnershigher and the corresponding benefit accrued to us, a more efficient joint use of promotion-related marketing resources, and a better execution of segmented pricing strategies across markets.as well as objective-based incentives.
Administrative expenses increased 16.3%13.0% to Ps. 1,883 million in 2013, compared with Ps. 1,666 million in 2012, compared with Ps. 1,433 million in 2011;2012; however, as a percentage of sales, they remained stable at 1.9%.
Selling expenses increased 18.2%13.9% to Ps. 24,707 million in 2013 compared with Ps. 21,686 million in 2012, compared with Ps. 18,353 million in 2011,largely driven by the growing number of stores and distribution centers and specialized routes as well as incremental expenses relatingrelated to among other things, the continued strengthening of FEMSA Comercio’s organizational and IT structure, and the development of specialized distribution routes aimed at enabling our prepared foodnew 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, 2012,2014, 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.
The following is a summary of the principal sources and uses of cash for the years ended December 31, 20122014, 2013 and 2011,2012, from our consolidated statement of cash flows:
Principal Sources and Uses of Cash
Years ended December 31, 20122014, 2013 and 20112012
(in millions of Mexican pesos)
2012 | 2011 | 2014 | 2013 | 2012 | ||||||||||||||||
Net cash flows provided by operating activities | Ps.30,785 | Ps.21,247 | Ps. 37,364 | Ps. 28,758 | Ps. 30,785 | |||||||||||||||
Net cash flows used in investing activities(1) | (14,643 | ) | (18,089 | ) | ||||||||||||||||
Net cash flows used in financing activities(2) | (3,418 | ) | (6,258 | ) | ||||||||||||||||
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 | (9,186 | ) | (6,625 | ) | (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 sub-holding companies generally incur short-term indebtednessnet 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 eventamount 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 they are temporarily unableCoca-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.
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 operations or meet any capital requirements with cash from operations. A significant decline in theour 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.acquisitions.
Consolidated Total Indebtedness
Our consolidated total indebtedness as of December 31, 2012,2014 was Ps. 37,34284,488 million compared to Ps. 29,39276,748 million in 2013 and Ps. 37,342 million as of December 31, 2011.2012. 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, 2012,2012. Cash and cash equivalents were Ps. 35,497 million as of December 31, 2014, as compared to Ps. 5,57327,259 million and Ps. 23,819 million, respectively, as of December 31, 2011. Cash2013 and cash equivalents were Ps. 36,521 million as of December 31, 2012, as compared to Ps. 25,841 million as of December 31, 2011.2012.
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, 2012.2014.
Maturity | Maturity | |||||||||||||||||||||||||||||||||||||||
Less than 1 year | 1 - 3 years | 3 - 5 years | In excess of 5 years | Total | Less than 1 year | 1 - 3 years | 3 - 5 years | In excess of 5 years | Total | |||||||||||||||||||||||||||||||
(in millions of Mexican pesos) | (in millions of Mexican pesos) | |||||||||||||||||||||||||||||||||||||||
Long-Term Debt | ||||||||||||||||||||||||||||||||||||||||
Mexican pesos | Ps.3,766 | Ps.4,114 | Ps.6,078 | Ps.2,495 | Ps.16,453 | Ps. — | Ps. 6,072 | — | Ps. 9,988 | Ps. 16,060 | ||||||||||||||||||||||||||||||
Brazilian reais | 17 | 148 | 40 | 20 | 225 | 180 | 287 | 179 | 111 | 757 | ||||||||||||||||||||||||||||||
Colombian pesos | — | 1,023 | — | — | 1,023 | 492 | 277 | — | — | 769 | ||||||||||||||||||||||||||||||
U.S. dollars | 195 | 7,795 | — | 6,458 | 14,448 | 30 | 2,108 | 19,516 | 43,433 | 65,087 | ||||||||||||||||||||||||||||||
Argentine pesos | 286 | 349 | — | — | 635 | 141 | 400 | — | — | 541 | ||||||||||||||||||||||||||||||
Capital Leases | ||||||||||||||||||||||||||||||||||||||||
Colombian pesos | 185 | — | — | — | 185 | |||||||||||||||||||||||||||||||||||
Brazilian reais | 40 | 90 | 30 | — | 160 | 261 | 385 | 129 | 50 | 825 | ||||||||||||||||||||||||||||||
Interest payments(1) | ||||||||||||||||||||||||||||||||||||||||
Mexican pesos | 917 | 1,302 | 729 | 493 | 3,441 | 1,463 | 2,686 | 2,363 | 12,193 | 18,705 | ||||||||||||||||||||||||||||||
Brazilian reais | 28 | 24 | 5 | 1 | 58 | 82 | 142 | 110 | 81 | 415 | ||||||||||||||||||||||||||||||
Colombian pesos | 81 | 48 | — | — | 129 | 29 | 16 | — | — | 45 | ||||||||||||||||||||||||||||||
U.S. dollars | 407 | 750 | 607 | 549 | 2,313 | 1,832 | 3,627 | 3,102 | 13,200 | 21,761 | ||||||||||||||||||||||||||||||
Argentine pesos | 97 | 45 | — | — | 142 | 186 | 117 | — | — | 303 | ||||||||||||||||||||||||||||||
Interest rate swaps and cross currency swaps(2) | ||||||||||||||||||||||||||||||||||||||||
Interest Rate Swaps and Cross Currency Swaps(2) | ||||||||||||||||||||||||||||||||||||||||
Mexican pesos | 958 | 1,236 | 666 | 493 | 3,353 | 1,650 | 3,755 | 2,826 | 9,439 | 17,670 | ||||||||||||||||||||||||||||||
Brazilian reais | 28 | 24 | 5 | 1 | 58 | 2,768 | 5,497 | 3,164 | 15,211 | 26,640 | ||||||||||||||||||||||||||||||
Colombian pesos | 80 | 48 | — | — | 128 | 28 | 16 | — | — | 44 | ||||||||||||||||||||||||||||||
U.S. dollars | 424 | 750 | 607 | 550 | 2,331 | 1,240 | 4,144 | 1,713 | 7,862 | 14,959 | ||||||||||||||||||||||||||||||
Argentine pesos | 97 | 45 | — | — | 142 | 187 | 51 | — | — | 238 | ||||||||||||||||||||||||||||||
Operating leases | ||||||||||||||||||||||||||||||||||||||||
Mexican pesos | 2,966 | 5,503 | 4,995 | 13,516 | 26,980 | 3,434 | 6,474 | 5,866 | 15,672 | 31,446 | ||||||||||||||||||||||||||||||
U.S. dollars | 77 | 217 | 118 | 544 | 956 | |||||||||||||||||||||||||||||||||||
Others | 97 | 79 | 7 | — | 183 | |||||||||||||||||||||||||||||||||||
Commodity price contracts | ||||||||||||||||||||||||||||||||||||||||
Sugar(3) | 1,567 | 1,069 | — | — | 2,636 | |||||||||||||||||||||||||||||||||||
Aluminum(3) | 335 | — | — | — | 335 | |||||||||||||||||||||||||||||||||||
Expected benefits to be paid for pension and retirement plans, seniority premiums, post-retirement medical services and post-employment | 543 | 631 | 689 | 2,047 | 3,910 | |||||||||||||||||||||||||||||||||||
Other long-term liabilities(4) | Ps.— | Ps.— | Ps.— | Ps.4,250 | Ps. 4,250 |
U.S. dollars Others Commodity price contracts Sugar(3) Aluminum(3) Expected benefits to be paid for pension and retirement plans, seniority premiums, post-retirement medical services andpost-employment Other long-term liabilities(4) Maturity Less than
1 year 1 - 3 years 3 - 5 years In excess of
5 years Total (in millions of Mexican pesos) 196 347 342 361 1,246 29 8 7 3 47 1,341 989 — — 2,330 361 177 — — 538 622 557 565 1,657 3,401 — — — 8,024 8,024
(1) | Interest was calculated using long-term debt as of and interest rate amounts in effect on December 31, |
(2) | Reflects the amount of future payments that we would be required to make. The amounts were calculated by applying the |
(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. |
(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, 2012,2014, Ps. 8,7021,553 million of our total consolidated indebtedness was short-term debt (including maturities of long-term debt).
As of December 31, 2012,2014, our consolidated average cost of borrowing, after giving effect to the cross currency and interest rate swaps, was approximately 5.3%, a decrease of 1.0% percentage points compared to 6.3% in 20117.7% (the total amount of the debt used in the calculation of this percentage considerswas obtained by converting only the units of investmentsinvestment debt for the related cross currency swap, and it also includes the effect of related interest rate swaps). As of December 31, 2012,2013 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 42.4%42.7% of our total consolidated indebtedness was denominated and payable in Mexican pesos, 50.6%22.6% in U.S. dollars, 3.3%1.0% in Colombian pesos, 2.6%1.1% in Argentine pesos and the remaining 1.1%32.7% in Brazilian reais.
Overview of Debt Instruments
The following table shows the allocations of total debt of our company as of December 31, 2012:2014:
Total Debt Profile of the Company | Total Debt Profile of the Company | |||||||||||||||||||||||||||||||
FEMSA and Others | Coca-Cola FEMSA | FEMSA Comercio | Total Debt | FEMSA and Others | Coca-Cola FEMSA | FEMSA Comercio | Total Debt | |||||||||||||||||||||||||
(in millions of Mexican pesos) | (in millions of Mexican pesos) | |||||||||||||||||||||||||||||||
Short-term Debt | ||||||||||||||||||||||||||||||||
Argentine pesos: | ||||||||||||||||||||||||||||||||
Bank loans | Ps.— | Ps.291 | Ps.— | Ps.291 | Ps. — | Ps. 301 | — | Ps. 301 | ||||||||||||||||||||||||
U.S. dollars: | ||||||||||||||||||||||||||||||||
Bank loans | — | 3,903 | — | 3,903 | ||||||||||||||||||||||||||||
Brazilian reais: | ||||||||||||||||||||||||||||||||
Brazilian reais | ||||||||||||||||||||||||||||||||
Bank loans | 19 | — | — | 19 | 148 | — | — | 148 | ||||||||||||||||||||||||
Long-term Debt(1) | ||||||||||||||||||||||||||||||||
Mexican pesos: | ||||||||||||||||||||||||||||||||
Bank loans | — | 4,380 | — | 4,380 | ||||||||||||||||||||||||||||
Units of Investment (UDIs) | 3,567 | — | — | 3,567 | 3,599 | — | — | 3,599 | ||||||||||||||||||||||||
Senior notes | 3,500 | 5,006 | — | 8,506 | — | 12,461 | — | 12,461 | ||||||||||||||||||||||||
U.S. dollars: | ||||||||||||||||||||||||||||||||
Bank loans | — | 14,448 | — | 14,448 | — | 6,986 | — | 6,986 | ||||||||||||||||||||||||
Senior Notes | 14,209 | 43,893 | — | 58,102 | ||||||||||||||||||||||||||||
Brazilian reais: | ||||||||||||||||||||||||||||||||
Bank Loans | 161 | 64 | — | 225 | ||||||||||||||||||||||||||||
Bank loans | 440 | 316 | — | 756 | ||||||||||||||||||||||||||||
Capital leases | 149 | 11 | — | 160 | 65 | 760 | — | 825 | ||||||||||||||||||||||||
Colombian pesos: | ||||||||||||||||||||||||||||||||
Bank Loans | 6 | 990 | 27 | 1,023 | ||||||||||||||||||||||||||||
Capital leases | — | 185 | — | 185 | ||||||||||||||||||||||||||||
Bank loans | — | 769 | — | 769 | ||||||||||||||||||||||||||||
Argentine pesos: | ||||||||||||||||||||||||||||||||
Bank Loans | — | 635 | — | 635 | ||||||||||||||||||||||||||||
Bank loans | — | 541 | — | 541 | ||||||||||||||||||||||||||||
Total | Ps.7,402 | Ps.29,913 | Ps. 27 | Ps.37,342 | Ps. 18,461 | Ps. 66,027 | Ps. — | Ps. 84,488 | ||||||||||||||||||||||||
Average Cost(2) | ||||||||||||||||||||||||||||||||
Mexican pesos | 6.1 | % | 6.6 | % | — | 6.4 | % | 6.5 | % | 4.9 | % | — | 5.6 | % | ||||||||||||||||||
U.S. dollars | — | 3.4 | % | — | 3.4 | % | — | 6.1 | % | — | 6.1 | % | ||||||||||||||||||||
Brazilian reais | 8.7 | % | 4.5 | % | — | 7.9 | % | 7.8 | % | 11.0 | % | — | 10.9 | % | ||||||||||||||||||
Argentine pesos | — | 20.0 | % | — | 20.0 | % | — | 26.9 | % | — | 26.9 | % | ||||||||||||||||||||
Colombian pesos | 8.7 | % | 6.8 | % | 8.5 | % | 6.8 | % | — | 5.9 | % | — | 5.9 | % | ||||||||||||||||||
Total | 6.2 | % | 5.0 | % | 8.5 | % | 5.3 | % | 6.6 | % | 8.0 | % | — | 7.7 | % |
(1) | Includes the Ps. |
(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 |
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 us,the Company, our sub-holding companies and their subsidiaries.
As of December 31, 2012,2014, 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, 2012:2014:
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 and may borrow under a shelf registration statement filed on March 15, 2013.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’s average cost of debt, basedFEMSA has operations could have an adverse effect on interest rates asCoca-Cola FEMSA financial position and liquidity.
FEMSA Comercio
As of December 31, 20122014, FEMSA Comercio had no debt.
FEMSA and after giving effect to interest rate swaps, was 3.4% in U.S. dollars, 6.6% in Mexican pesos, 6.8% in Colombian pesos, 4.5% in Brazilian reais and 20.0% in Argentine pesos as of December 31, 2012, compared to 4.6% in U.S. dollars, 6.4% in Mexican pesos, 6.4% in Colombian pesos, 4.5% in Brazilian reais and 17.3% in Argentine pesos as of December 31, 2011.others
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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, 2012:2014:
Loss Contingencies As of December 31, (in millions of Mexican pesos) | ||||
Taxes, primarily indirect taxes | ||||
Legal | ||||
Labor | ||||
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Total | ||||
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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. 2,1643,026 million, Ps. 2,248 and of Ps. 2,4182,164 million as of December 31, 20122014, 2013 and 2011,2012, 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. The agreement in connection with Coca-Cola FEMSA’s recent merger with Grupo Fomento Queretano contains comparable indemnification provisions.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, 2012,2014, the aggregate amount of such contingencies for which we had not recorded a reserve was Ps. 13,30930,071 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. 15,56018,163 million in 20122014 compared to Ps. 12,66617,882 million in 2011,2013, an increase of 22.8%1.6%. This was primarily duedriven by Coca-Cola FEMSA investments related to capacity-related investments at Coca-Cola FEMSAproduction 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, and 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 20132015
Our capital expenditure budget for 20132015 is expected to be approximately US$ 1,2501,364 (Ps. 19,856) million. The following discussion is based on each of our sub-holding companies’ internal 20132014 budgets. The capital expenditure plan for 20132015 is subject to change based on market and other conditions and the subsidiaries’ results and financial resources.
Coca-Cola FEMSA’s capital expenditures in 20132015 are expected to be up to approximatelyreach US$ 800 million.850 million, approximately. Coca-Cola FEMSA’s capital expenditures in 20132015 are primarily intended for:
investments in production capacity (primarily for a plant in Colombia and a plant in Brazil);capacity;
market investments (primarily for the placement of coolers);investments;
returnable bottles and cases;
improvements throughout its distribution network; and
investments in IT.information technology.
Coca-Cola FEMSA estimates that of its projected capital expenditures for 2013,2015, approximately 35%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 2013.2015. Coca-Cola FEMSA’s capital expenditure plan for 20132015 may change based on market and other conditions and on its results and financial resources.
FEMSA Comercio’s capital expenditure budget in 20132015 is expected to total approximately US$ 400430 million, and will be allocated to the opening of new OXXO stores and to a lesser extent to the refurbishing of existing OXXO stores and the investment in two new distribution centers.stores. In addition, investments are planned in FEMSA Comercio’s IT, ERP software updates and transportation equipment.
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, 2012.2014. 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, | |||||||||||||||||||||||||
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. | Ps. | Ps. 3,017 | Ps. 2,068 | Ps. 6,184 |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
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“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 15th, 2013,19, 2015, and is currently comprised of 1718 directors and 1517 alternate directors. The following table sets forth the current members of our board of directors:
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: | ||||
Principal occupation: | Executive Chairman | |||
Other directorships: | Chairman of the | |||
Business experience: | Joined FEMSA’s strategic planning department in 1988, after which he held managerial positions at FEMSA Cerveza’s commercial division and | |||
Education: | Holds | |||
Alternate director: | Federico Reyes García | |||
Director | Born: | April | ||
First elected: | ||||
Term expires: | ||||
Principal occupation: | Private investor | |||
Other directorships: | Member of the boards of directors of Coca-Cola FEMSA, ITESM and | |||
Education: | Holds | |||
Alternate director: |
Paulina Garza Lagüera Gonda(2) Director | Born: | March 1972 | ||||
First elected: | ||||||
Term expires: | ||||||
Principal occupation: | Private investor | |||||
Other directorships: | ||||||
Education: | Holds a business administration degree from ITESM | |||||
Alternate director: | Othón Páez Garza | |||||
José Fernando Calderón Rojas Director | Born: | July 1954 | ||||
First elected: | ||||||
Term expires: | ||||||
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: | ||||||
Education: | Holds a law degree from | |||||
Alternate director: | Francisco José Calderón Rojas(3) |
Consuelo Garza de Garza Director | Born: | October 1930 | ||
First elected: | 1995 | |||
Term expires: | ||||
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: | ||||
Principal occupation: | ||||
Other directorships: | ||||
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: | ||||||
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., | |||||
Other directorships: | Member of the boards of directors of | |||||
Education: | Holds an economics degree and an Honorary Doctorate, both from | |||||
Alternate director: | Arturo Fernández Pérez |
Francisco Javier Fernández Carbajal(6) Director | Born: | April 1955 | ||
First elected: | ||||
Term expires: | ||||
Principal occupation: | Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V. | |||
Other directorships: | Member of the boards of directors of | |||
Education: | Holds | |||
Alternate director: | Javier Astaburuaga Sanjines | |||
Ricardo Guajardo Touché Director | Born: | May 1948 | ||
First elected: | 1988 | |||
Term expires: | ||||
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), | |||
Education: | Holds | |||
Alternate director: | Alfonso González Migoya | |||
Alfredo Livas Cantú Director | Born: | July 1951 | ||
First elected: | 1995 | |||
Term expires: | ||||
Principal occupation: | ||||
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. | |||
Education: | Holds an economics degree from UANL and an MBA and | |||
Alternate Director: | Sergio Deschamps Ebergenyi |
Bárbara Garza Lagüera Gonda(2) Director | Born: | December 1959 | ||
First elected: | ||||
Term expires: | ||||
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 | |||
Education: | Holds a | |||
Alternate director: | Juan Guichard Michel(7) | |||
Director | Born: | |||
First elected: | ||||
Term expires: | ||||
Principal occupation: | ||||
Other directorships: | Member of the boards of directors of Coca-Cola FEMSA, | |||
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 | |||
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 |
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 | |||
Education: | Holds a | |||
Alternate | ||||
Series D Directors | ||||
Armando Garza Sada Director | Born: | June 1957 | ||
First elected: | 2003 | |||
Term expires: | ||||
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), | |||
Business experience: | He has a long professional career in Alfa, including as Executive | |||
Education: | Holds a | |||
Alternate director: | Enrique F. Senior Hernández | |||
Moisés Naim Director | Born: | July 1952 | ||
First elected: | 2011 | |||
Term expires: | ||||
Principal occupation: | ||||
Business experience: | Former Editor in Chief of Foreign Policy Magazine | |||
Other directorships: | Member of the | |||
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 |
Canal Hernando Director | Born: | |||
First elected: | ||||
Term expires: | ||||
Principal occupation: | ||||
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 | |||
Other directorships: | Member of the | |||
Education: | Holds | |||
Michael Larson Director | Born: | October 1959 | ||
First elected: | ||||
Term expires: | ||||
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 | |||
Education: | Holds an MBA from the University of Chicago and a BA from Claremont | |||
Alternate Director: | Daniel Alberto Rodríguez Cofré | |||
Robert E. Denham Director | Born: | August 1945 | ||
First elected: | 2001 | |||
Term expires: | ||||
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 | |||
Education: | Magna cum laude graduate from the University of Texas, holds a JD from Harvard Law School and an | |||
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. |
(5) | Son of Max Michel Suberville. |
(6) | Brother of José Antonio Fernández Carbajal. |
(7) | Nephew of Max Michel Suberville. |
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: |
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Chief Financial and | 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
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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 | |||
Education: | Holds a CPA degree from ITESM |
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José González Ornelas
| 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 | |||
Alfonso Garza Garza Vice President of Strategic Businesses | Born: Joined FEMSA: Appointed to current position: | July 1962 1985
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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 | |||
Education: | Holds |
Genaro Borrego Estrada
| Born: Joined FEMSA: Appointed to current position: | February 1949
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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: | ||||||
Education: | Holds |
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 | |||
Coca-Cola FEMSA | ||||
Chief Executive Officer of Coca-Cola FEMSA | Born: Joined FEMSA: Appointed to current position: |
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Business experience within FEMSA: | ||||
Directorships: | Member of the boards of directors of Coca-Cola FEMSA | |||
Education: | Holds a | |||
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 | |||
Education: | Holds a |
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 | |||
Education: | Holds a |
Compensation of Directors and Senior Management
The compensation of Directors is approved at the AGM. For the year ended December 31, 2012,2014, the aggregate compensation paid to our directors by the Company was approximately Ps. 1415 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, 2012,2014, the aggregate compensation paid to executive officers and senior management of FEMSA and its subsidiaries was approximately Ps. 1,2971,247 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, 2012,2014, amounts set aside or accrued for all employees under these retirement plans were Ps. 5,0866,171 million, of which Ps. 2,1102,158 million is already funded.
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.
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.
On March 22, 2013,As of April 17, 2015, the trust that manages the EVA stock incentive plan held a total of 7,150,6124,346,160 BD Units of FEMSA and 2,031,5431,214,660 Series L Shares of Coca-Cola FEMSA, each representing 0.20%0.12% and 0.10%0.06% of the total number of shares outstanding of FEMSA and of Coca-Cola FEMSA, respectively.
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.
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 15, 2013,19, 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 15, 201319, 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 | Series B | Series D-B | Series D-L | |||||||||||||||||||||||||||||||||||||||||||
Beneficial Owner | Shares | Percent of Class | Shares | Percent of Class | Shares | Percent of Class | Shares | Percent of Class | Shares | Percent of Class | Shares | Percent of Class | ||||||||||||||||||||||||||||||||||||
Eva Garza Lagüera Gonda | 2,769,980 | 0.03 | % | 5,470,960 | 0.13 | % | 5,470,960 | 0.12 | % | 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 | % | 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 | % | 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 | % | 2,665,480 | 0.03 | % | 5,330,960 | 0.12 | % | 5,330,960 | 0.12 | % | ||||||||||||||||||||||||||||||
Consuelo Garza de Garza | 69,908,559 | 0.76 | % | 13,768,518 | 0.32 | % | 13,768,518 | 0.32 | % | 69,908,559 | 0.76 | % | 139,817,118 | 3.23 | % | 139,817,118 | 3.23 | % | ||||||||||||||||||||||||||||||
Alberto Bailleres González | 9,475,196 | 0.10 | % | 11,664,112 | 0.27 | % | 11,664,112 | 0.27 | % | 9,610,577 | 0.10 | % | 19,221,154 | 0.44 | % | 19,221,154 | 0.44 | % | ||||||||||||||||||||||||||||||
Alfonso Garza Garza | 1,524,095 | 0.02 | % | 2,999,790 | 0.07 | % | 2,999,790 | 0.07 | % | 827,090 | 0.01 | % | 1,654,180 | 0.04 | % | 1,654,180 | 0.04 | % | ||||||||||||||||||||||||||||||
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 | % | 16,558,518 | 0.38 | % | 16,558,518 | 0.38 | % | |||||||||||||||||||||||||||||||||||||||
Juan Guichard Michel | 367,079 | 0.00 | % | 298 | 0.00 | % | 298 | 0.00 | % |
Beneficial Owner Max Michel Suberville Francisco José Calderón Rojas and José Fernando Calderón Rojas(1) Juan Guichard Michel Series B Series D-B Series D-L Shares Percent of
Class Shares Percent of
Class Shares Percent of
Class 17,379,630 0.19 % 34,759,260 0.80 % 34,759,260 0.80 % 8,317,759 0.09 % 16,635,518 0.38 % 16,635,518 0.38 % 9,117,131 0.10 % 18,234,262 0.42 % 18,234,262 0.42 %
(1) | Shares beneficially owned through various family-controlled |
To our knowledge, no other director or officer is the beneficial owner of more than 1% of any class of our capital stock.
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: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 |
• | 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 |
• | Corporate Practices |
As of December 31, 2012,2014, our headcount by geographic region was as follows: 146,695170,109 in Mexico, 6,0766,367 in Central America, 6,4006,370 in Colombia, 7,7877,768 in Venezuela, 12,47023,093 in Brazil, 2,8272,873 in Argentina, and 57 in the United States.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, 2012, 2011,2014, 2013 and 2010:2012:
Headcount for the Year Ended December 31,
2012 | 2011 | 2010 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Union | Union | Total | Non-Union | Union | Total | Non-Union | Union | Total | Non-Union | Union | Total | Non-Union | Union | Total | Non-Union | Union | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sub-holding company: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Coca-Cola FEMSA(1) | 32,272 | 41,123 | 73,395 | 32,362 | 37,517 | 69,879 | 26,118 | 33,085 | 59,203 | 34,221 | 49,150 | 83,371 | 33,846 | 51,076 | 84,922 | 32,272 | 41,123 | 73,395 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
FEMSA Comercio(2) | 59,358 | 32,585 | 91,943 | 56,914 | 26,906 | 83,820 | 51,919 | 21,182 | 73,101 | 66,699 | 43,972 | 110,671 | 64,186 | 38,803 | 102,989 | 59,358 | 32,585 | 91,943 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | 9,371 | 7,551 | 16,922 | 8,043 | 6,628 | 14,671 | 6,270 | 5,989 | 12,259 | 10,896 | 11,802 | 22,698 | 9,424 | 10,322 | 19,746 | 9,371 | 7,551 | 16,922 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 101,001 | 81,259 | 182,260 | 97,319 | 71,051 | 168,370 | 84,307 | 60,256 | 144,563 | 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 |
(2) | Includes non-management store employees, whom we do not consider to be our employees, amounting to 51,585, 50,862 and 50,176 |
As of December 31, 2012,2014, our subsidiaries had entered into 306508 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 litigationlitigation.. 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.
The table below sets forth the number of collective bargaining agreements and unions for our employees:
Collective Bargaining Labor Agreements Betweenbetween
Sub-holding CompaniesCoca-Cola FEMSA
Coca-Cola FEMSA’s business depends on its relationship with The Coca-Cola Company, and Unionschanges in this relationship may adversely affect its results and financial condition.
Substantially all of Coca-Cola FEMSA’s sales are derived from sales ofCoca-Cola trademark beverages. Coca-Cola FEMSA produces, markets, sells and distributesCoca-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.
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 asPepsi 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.
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 forCoca-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 forCoca-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.
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.
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.
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.
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.”
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.
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.
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 thePartido 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 theCámara 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.
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 theSistema 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.
ITEM 4. | INFORMATION ON THE COMPANY |
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 asociedad 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.
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.
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 distributingCoca-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.
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, andCoca-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.”
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
Sub-holding Company | Collective Bargaining Agreements | Labor Unions | ||||||
Coca-Cola FEMSA | 126 | 82 | ||||||
FEMSA Comercio(1) | 106 | 4 | ||||||
Others | 74 | 18 | ||||||
Total | 306 | 104 |
(1) |
The following table identifies each owner of more than 5% of any class of our shares known to the company as of March 15, 2013. 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 15, 2013
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 | % | |||||||||||||||||||
Aberdeen Asset Management PLC(5) | 282,293,390 | 3.05 | % | 564,586,780 | 13.06 | % | 564,586,780 | 13.06 | % | 7.89 | % | |||||||||||||||||
William H. Gates III(6) | 281,053,490 | 3.04 | % | 562,106,980 | 13.00 | % | 562,106,980 | 13.00 | % | 7.85 | % |
(2) |
(3) |
(4) |
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 |
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. |
As of February 28, 2013, there were 48 holders of record of ADSs in the United States, which represented approximately 56% 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.
(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. |
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 TransactionsSignificant Subsidiaries
The following is a summary of the main transactions we have entered into with entities for which members oftable sets forth 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.
On April 30, 2010, José Antonio Fernández Carbajal, our Chairman and Chief Executive Officer, started to serve as a member of the Board of Directors of Heineken Holding, N.V. and the Supervisory Board of Heineken N.V. Javier Astaburuaga Sanjines, our Chief Financial and Strategic Development Officer, also serves on the supervisory Board of Heineken N.V. as of April 30, 2010. We made purchases of beer in the ordinary course of business from the Heineken Group in the amount of Ps. 9,397 million in 2011 and Ps. 11,013 million in 2012. We also supplied logistics and administrative services tosignificant subsidiaries of Heineken for a total of Ps. 2,169 million in 2011 and Ps. 2,979 million in 2012. As of the end of December 31, 2012 and 2011, our net balance due to Heineken amounted to Ps. 1,477 million and Ps. 1,291 million, respectively.
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, José Antonio Fernández Carbajal, and Barbara Garza Lagüera Gonda , who are also 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.205 million and Ps. 128 million as of December 31, 20122014:
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. |
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 2011, respectively. The total amount due to BBVA Bancomer asin 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.
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.
Overview
Coca-Cola FEMSA is the largest franchise bottler ofCoca-Colatrademark 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 iswww.coca-colafemsa.com.
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, 2012 and 2011 was Ps. 1,136 million and Ps. 1,076 million, respectively,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 | % | ||||||||||
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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 also had a receivable balance with BBVA Bancomer of Ps. 2,299 million and Ps. 2,791 million, respectively, as of December 31, 2012 and 2011.
We regularly engagetransferred our ownership in the ordinary course of business in hedging transactions, and enter into loans and credit line facilities on an arm’s length basis with subsidiaries of Grupo Financiero Banamex,bottlers to FEMSA Refrescos, S.A. de C.V., or Grupo Financiero Banamex,the corporate predecessor to Coca-Cola FEMSA, S.A.B. de C.V.
In June 1993, a financial services holding companysubsidiary 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 qualified as our related party until March 2011. The interest expensetoday comprise Coca-Cola FEMSA’s business. In May 2003, Coca-Cola FEMSA acquired Panamco and fees paid to Grupo Financiero Banamex asbegan producing and distributingCoca-Colatrademark beverages in additional territories in the central and gulf regions of December 31, 2011 was Ps. 28 million.
We maintain an insurance policy covering medical expenses for executives issued by Grupo Nacional Provincial, S.A.B.Mexico and in Central America (Guatemala, Nicaragua, Costa Rica and Panama), an insurance company of which Alberto Bailleres GonzálezColombia, Venezuela and Max Michel Suberville, who are also directors of FEMSA, and Juan Guichard Michel, who is an alternate director of FEMSA, are directors. The aggregate amount of premiums paid under these policies was approximately Ps. 57 million and Ps. 59 million in 2012 and 2011, respectively.
We,Brazil, along with certainbottled water, beer and other beverages in some of our subsidiaries, spent Ps. 124 million and Ps. 86 million in the ordinary coursethese territories.
In November 2006, we acquired 148,000,000 of business in 2012 and 2011, respectively, in publicity and advertisement purchasedCoca-Cola FEMSA’s Series D shares from Grupo Televisa, S.A.B., a media corporation in which our Chairman and Chief Executive Officer, José Antonio Fernández Carbajal, and two of our Directors, Alberto Bailleres González and Michael Larson, serve as directors.
Coca-Cola FEMSA, in its ordinary course of business, purchased Ps. 1,577 million and Ps. 1,248 million in 2012 and 2011, respectively, in juices fromcertain 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 truck 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. 2,394 million and Ps. 2,270 million in 2012 and 2011, respectively, in baked goods and snacks for its stores from subsidiaries of Bimbo, of which Ricardo Guajardo Touché, one of FEMSA’s directors, is a director. FEMSA Comercio also purchased Ps. 408 million and Ps. 316 million in 2012 and 2011, respectively, in juices from subsidiaries of Jugos del Valle.
José Antonio Fernández Carbajal, Eva Garza Lagüera Gonda, Mariana Garza Lagüera Gonda, Ricardo Guajardo Touché, Alfonso Garza Garza 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, 2012 and 2011, donations to ITESM amounted to Ps. 109 million and Ps. 81 million, respectively.
José Antonio Fernández Carbajal, 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, 2012 and 2011, donations to Fundación FEMSA, A.C. amounted to Ps. 864 million and Ps. 46 million, respectively.
Business Transactions between Coca-Cola FEMSA, FEMSA and The Coca-Cola Company,
which increased our ownership of Coca-Cola FEMSA regularly engages in transactionsto 53.7%.
In November 2007, Coca-Cola FEMSA acquired together with The Coca-Cola Company and its affiliates.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, purchases all of its concentrate requirements forCoca-Cola trademark beverages from The Coca-Cola Company. Total expenses charged to Coca-Cola FEMSA by The Coca-Cola Company and all Mexican and BrazilianCoca-Cola bottlers entered into a joint business for concentrates were approximately Ps. 23,886 millionthe Mexican and Ps. 20,882 million in 2012 and 2011, 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 expensesBrazilian operations, respectively, of Ps. 3,018 million and Ps. 2,595 million in 2012 and 2011, respectively.Juegos del Valle.
In December 2007 and in 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 Coca-Cola FEMSA’sits bottler agreements. The December 2007 transaction was valued at US$ 48 million and the
In May 2008, transaction was valued at US$ 16 million. Revenues from the sale of proprietary brands realized in prior years in which Coca-Cola FEMSA hasentered into a significant continuing involvement are deferred and amortized against the related costs of future sales over the estimated sales period. The balance to be amortized amounted to Ps. 98 million and Ps. 302 million as of December 31, 2012 and 2011, respectively. The short-term portions are included in other current liabilities. The long-term portions are included in other liabilities.
In Argentina, Coca-Cola FEMSA purchases its pre-formed plastic ingots, as well as its returnable plastic bottles from Embotelladora del Atlántico S.A., a local subsidiary of Embotelladora Andina, S.A., a Coca-Cola bottlertransaction with operations in Argentina, Chile and Brazil in which The Coca-Cola Company has a substantial interest.to acquire its wholly owned bottling franchise Refrigerantes Minas Gerais, Ltda., or REMIL, located in the State of Minas Gerais in Brazil.
In Argentina,July 2008, Coca-Cola FEMSA mainly uses High Fructose Corn Syrup that Coca-Cola FEMSA purchasesacquired the Agua De Los Angeles bulk water business in the Valley of Mexico (Mexico City and surrounding areas) from several different local suppliers as a sweetener in its products instead of sugar. Coca-Cola FEMSA purchases glass bottles, plastic cases and other raw materials from several domestic sources. Coca-Cola FEMSA purchases pre-formed plastic ingots, as well as returnable plastic bottles,Grupo Embotellador CIMSA, S.A. de C.V., at competitive prices from Embotelladora del Atlántico S.A., a local subsidiary of Embotelladora Andina S.A., a bottler of The Coca-Cola Company with operations in Argentina, Chile and Brazil, and other local suppliers. Coca-Cola FEMSA also acquires pre-formed plastic ingots from ALPLA Avellaneda S.A. and other suppliers.
In November 2007, Administración S.A.P.I., a Mexican company owned directly or indirectly by Coca-Cola FEMSA and The Coca-Cola Company, acquired 100%the time one of the shares of capital stock of Jugos del Valle.Coca-Cola bottling franchises in Mexico. The business of Jugos del Valle in the United States was acquired and sold bytrademarks remain with The Coca-Cola Company. In 2008, Coca-Cola FEMSA The Coca-Cola Company and all Mexican and BrazilianCoca-Colabottlers enteredsubsequently merged Agua De Los Angeles into a jointits bulk water business forunder the Mexican and the Brazilian operations, respectively, of Jugos del Valle. Taking into account the participation held by Grupo Fomento Queretano, Coca-Cola FEMSA currently holds an interest of 25.1% in the Mexican joint business and approximately 19.7% in the Brazilian joint businesses. Jugos del Valle sells fruit juice-based beverages and fruit derivatives.Cielbrand.
In February 2009, Coca-Cola FEMSA acquiredtogether with The Coca-Cola Company acquired theBrisa 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 theBrisa 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 theBrisa portfolio of products in Colombia.
In May 2009, Coca-Cola FEMSA completed a transactionentered into an agreement to developmanufacture, distribute and sell theCrystal trademark water businessproducts in Brazil jointly with The Coca-Cola Company.
In August 2010, Coca-Cola FEMSA acquired from The Coca-Cola Company along with other BrazilianCoca-Colabottlers the business operationsLeão Alimentos e Bebidas, Ltda. or Leão Alimentos, manufacturer and distributor of theMatte Leãotea brand. As of March 31, 2013 Coca-Cola FEMSA has a 19.4% indirect interest in theMatte Leão business in Brazil.
In September 2010, FEMSA sold Promotora to The Coca-Cola Company. Promotora was the owner of theMundet brands of soft drinks in Mexico.
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 Grupo Industrias Lacteas, S.A. (also known as Estrella Azul,Azul), a Panamanian conglomerate that participates in the dairy and juice-based beverage categories in Panama.
In October 2011, Coca-Cola FEMSA will continue to develop this businessmerged with The Grupo Tampico, one of the largest family-ownedCoca-Cola Company. 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 MarchDecember 2011, with The Coca-Cola Company, through Compañía de Bebidas Panameñas S.A.P.I. de C.V. Coca-Cola FEMSA entered into several credit agreements, pursuant to which it lent an aggregate amountmerged with Grupo CIMSA and its shareholders, a Mexican family-ownedCoca-Cola bottler with operations mainly in the states of US$ 112.3 million to Estrella Azul. Subject to certain events which could lead to an acceleration of payments, the principal balanceMorelos and Mexico, as well as in parts of the Credit Facilities is payablestates of Guerrero and Michoacán. As part of its merger with Grupo CIMSA, Coca-Cola FEMSA also acquired a 13.2% equity interest in one installment on March 24, 2021.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 theCoca-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, throughJugos del Valle,, an indirect participation in Santa Clara an importantMercantil 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 currently ownstogether with The Coca-Cola Company acquired a 51% non- controlling majority stake in CCFPI in an indirect participation of 23.8% in Santa Clara.all-cash transaction.
In December, 2012,May 2013, Coca-Cola FEMSA reachedmerged 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 agreementadditional 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.”
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.
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;
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 theCoca-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.
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 of CCBPI for US $688.5 million in an all-cash transaction.CCFPI. Coca-Cola FEMSA closed this transaction on January 25, 2013. The implied enterprise value of 100% of CCPBI is US$ 1,350 million. Coca-Cola FEMSA will have an option to acquire all of the remaining 49% of the capital stock of CCBPI at any time during the seven years following the closing, at the same enterprise value adjusted for a carrying cost and certain other adjustments. Coca-Cola FEMSA will have a put option, exercisable six years after the initial closing, to sell its ownership in CCBPI back to The Coca-Cola Company at a price that will be calculated using the same EBITDA multiple used in the acquisition of the 51% stake of CCBPI, capped at the aggregate enterprise value for the amount acquired, adjusted for certain items. Coca-Cola FEMSA will be managingcurrently manages the day-to-day operations of the business.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 ofCoca-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 ofCoca-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 producingCoca-Colaproducts. 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.
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:
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 will have certain rights onmeasure, among other factors, the operational business plan. Given theper capita consumption of all their beverages.
Coca-Cola FEMSA’s Products
Coca-Cola FEMSA produces, markets, sells and distributesCoca-Cola trademark beverages. TheCoca-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:
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. |
(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. IncludesDel Valle Freshin 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 | |||||||||
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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 Lifeand 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) andValleFrut (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 distributesCoca-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’sCoca-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 the options agreementsreturnable and non-returnable
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 someCoca-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 shareholders agreementterritories 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 ofCoca-Cola trademark beverages, including theJugos 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 | |||||||||
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Total | 100.0 | 100.0 | 100.0 | |||||||||
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(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.
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 theCiel 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 theCiel 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 ofCoca-Cola trademark beverages, including theJugos del Valle line of juice-based beverages in Colombia and Brazil, and theHeineken beer brands, includingKaiser 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 theCoca-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 itsJugos del Valle line of business andPowerade 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 | |||||||||
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Total | 100.0 | 100.0 | 100.0 | |||||||||
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(1) | Includes volume from the operations of Companhia Fluminense from September 2013 and Spaipa from November 2013. |
(2) | Includes bulk water volume. |
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 ofFUZE tea andLeão tea in the division. Coca-Cola FEMSA’s sparkling portfolio increased 22.6% mainly driven by the performance of theCoca-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 theBonaqua brand in Argentina and theCrystalbrand 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 theCrystal 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 ofFUZE tea in the division. Coca-Cola FEMSA’s bottled water portfolio, including bulk water, increased 3.8% mainly driven by theBonaqua brand in Argentina and theBrisa 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 theHeineken beer portfolio, includingKaiser 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 ofCoca-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 launchedDel Valle Fresh, an orangeade, in Venezuela, which contributed significantly to incremental volume growth in this country during 2012. During 2014, Coca-Cola FEMSA’s Poweradebrand in the country contributed to its sales growth in the still beverage category.
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 | |||||||||
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Total | 100.0 | 100.0 | 100.0 | |||||||||
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(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 theCoca-Cola brand, which grew 15.3%. The bottled water business, including bulk water, grew 1.6% mainly driven by theNevada brand. The still beverage category increased 10.8%, due to the performance of theDel Valle Fresh orangeade andPoweradebrand.
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 theCoca-Cola brand, which grew 10.0%. The bottled water business, including bulk water, grew 33.2% mainly driven by theNevada brand. The still beverage category increased 23.5%, due to the performance of theDel Valle Fresh orangeade andKapo.
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.
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 will not consolidaterelies extensively on advertising, sales promotions and retailer support programs to target the resultsparticular preferences of CCBPI.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 will recognizehas 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 resultsspecific needs of CCBPIthe 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 equity method. CCBPI sold approximately 531 million unit casesindustry’s potential. Coca-Cola FEMSA started the rollout of beverages during 2012this new model in its Mexico, Central America, Colombia and generated revenuesBrazil operations in 2009. As of approximately US$ 1.1 billion.See “Item 19. Exhibits—Exhibit 4.28.”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.
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 |
Consolidated Financial Statements
(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.
See pages F-1Coca-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 F-144, incorporated herein by reference.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.
Dividend PolicyMexico. 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.
ForTerritories other than Mexico and Brazil. Coca-Cola FEMSA distributes its finished products to retailers through a discussioncombination of our dividend policy,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.
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 localPepsi 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 “Item 3. Key Information—Dividends”“—Product and “Item 10. Additional Information.Packaging Mix.”
Legal ProceedingsMexico and Central America
We. Coca-Cola FEMSA’s principal competitors in Mexico are party to various legal proceedingsbottlers ofPepsi 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 formerPepsi bottler in central and southeast Mexico, a subsidiary of PepsiCo, and Empresas Polar, S.A., the leading beer distributor andPepsi bottler in Venezuela. Coca-Cola FEMSA’s main competition in the ordinary coursejuice 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 business. Other than as disclosedsparkling and still beverages.
In the countries that comprise Coca-Cola FEMSA’s Central America region, its main competitors arePepsi andBig 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 this annual report, we are not currently involvedsome Central American countries.
South America (excluding Venezuela). Coca-Cola FEMSA’s principal competitor in any litigation or arbitration proceeding, including any proceedingColombia is Postobón, a well-established local bottler that is pending or threatenedsells flavored sparkling beverages (under the brandsPostobón andColombiana), some of which wehave a wide consumption preference, such asmanzana Postobón (apple Postobón), which is the second most popular flavor in the Colombian sparkling beverage industry in terms of total sales volume. Postobón also sellsPepsi 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 ofBig 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 includesPepsi, local brands with flavors such as guaraná, and proprietary beer brands. Coca-Cola FEMSA also competes against “B brands” or “Tubainas,” which are aware,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, aPepsi bottler, which we believeis 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.
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 ofBig Cola in part of this country.
Raw Materials
Pursuant to its bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell and distributeCoca-Cola trademark beverages within specific geographic areas, and Coca-Cola FEMSA is required to purchase in all of its territories for allCoca-Cola trademark beverages concentrate from companies designated by The Coca-Cola Company and sweeteners from companies authorized by The Coca-Cola Company. Concentrate prices forCoca-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 forCoca-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 certainCoca-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 or has had, 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 toCoca-Colatrademark beverages, these materials may be purchased only from suppliers approved by The Coca-Cola Company, including certain of our company. Other legal proceedingsaffiliates. 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 asManantialin Colombia andCrystal 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.
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 ofCoca-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.
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.
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.
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
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.
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.
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 againstcustomary 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 involve usopen 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.
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.
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 incidentallocated in properties that are rented under long-term lease arrangements with third parties.
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 |
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 |
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 | |||||||||
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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.
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.
Antitrust Legislation
TheLey 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 conductMexican 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 ourthese amendments, new antitrust and their business.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 ultimate dispositionoutcome of such otherthese proceedings individually or on an aggregate basis 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.”
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.
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.
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 theSecretaria del Medio Ambiente y Recursos Naturales or Secretary of Environment and Natural Resources, which we refer to as “SEMARNAT”. An agency of SEMARNAT, theProcuraduría 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 theLey General de Equilibrio Ecológico y Protección al Ambiente (Federal General Law for Ecological Equilibrium and Environmental Protection, or the Mexican Environmental Law) and theLey 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 theLey de Aguas Nacionales de 1992(as amended, the 1992 Water Law), enforced by theComisión 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.
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 createIndustria 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 calledMisión 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 theLey Orgánica del Ambiente (Organic Environmental Law), theLey Sobre Sustancias, Materiales y Desechos Peligrosos(Substance, Material and Dangerous Waste Law), theLey Penal del Ambiente (Criminal Environmental Law) and theLey 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.
In addition, in December 2010, the Venezuelan government approved theLey 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 theAssociação 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.
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 theSecretaría 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 withinSistema 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.
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.
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 theCódigo de Mineração (Code of Mining, Decree Law No. 227/67), theCódigo 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 theDepartamento 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.
In Nicaragua, the use of water is regulated by theLey 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 theReglamento 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 theLey de Aguas (Water Law).
In addition, Coca-Cola FEMSA obtains water for the production of some of its natural spring water products, such asManantialin 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 conditionstatements 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 theCoca-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.
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.”
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 results.delays in the recovery of, the U.S. economy may hinder any recovery in Mexico.
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.
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.
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.
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.
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.
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.
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 | ||||||||||||
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Total revenues | 17,861 | 263,449 | 258,097 | 238,309 | ||||||||||||
Cost of goods sold | 10,392 | 153,278 | 148,443 | 137,009 | ||||||||||||
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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 | ||||||||||||
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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 | ||||||||||||
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Consolidated net income | $ | 1,534 | Ps. | 22,630 | Ps. | 22,155 | Ps. | 28,051 | ||||||||
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Controlling interest net income | 1,132 | 16,701 | 15,922 | 20,707 | ||||||||||||
Non-controlling interest net income | 402 | 5,929 | 6,233 | 7,344 | ||||||||||||
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Consolidated net income | $ | 1,534 | Ps. | 22,630 | Ps. | 22,155 | Ps. | 28,051 | ||||||||
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(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. |
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.
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.
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.
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.
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,PoweradeandFUZE 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 ofCiel, Bonaqua, andBrisabrands. 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.
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 10Coca-Cola FEMSA Series L shares) as of December 31, 2013.
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.
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.
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 |
U.S. dollars Others Commodity price contracts Sugar(3) Aluminum(3) Expected benefits to be paid for pension and retirement plans, seniority premiums, post-retirement medical services andpost-employment Other long-term liabilities(4) Maturity Less than
1 year 1 - 3 years 3 - 5 years In excess of
5 years Total (in millions of Mexican pesos) 196 347 342 361 1,246 29 8 7 3 47 1,341 989 — — 2,330 361 177 — — 538 622 557 565 1,657 3,401 — — — 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 byBanco 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.
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.
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 ofunidades 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 | |||
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.
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 |
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:
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) |
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 |
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 |
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 |
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 |
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. |
(5) | Son of Max Michel Suberville. |
(6) | Brother of José Antonio Fernández Carbajal. |
(7) | Nephew of Max Michel Suberville. |
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 |
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 |
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 |
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.
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.
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.
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.
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 | % |
Beneficial Owner Max Michel Suberville Francisco José Calderón Rojas and José Fernando Calderón Rojas(1) Juan Guichard Michel Series B Series D-B Series D-L Shares Percent of
Class Shares Percent of
Class Shares Percent of
Class 17,379,630 0.19 % 34,759,260 0.80 % 34,759,260 0.80 % 8,317,759 0.09 % 16,635,518 0.38 % 16,635,518 0.38 % 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.
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. |
• | 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. |
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.
The table below sets forth the number of collective bargaining agreements and unions for our employees:
Collective Bargaining Labor Agreements between
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 ofCoca-Cola trademark beverages. Coca-Cola FEMSA produces, markets, sells and distributesCoca-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.
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 asPepsi 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.
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 forCoca-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 forCoca-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.
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.
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.
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.
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.”
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.
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.
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 thePartido 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 theCámara 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.
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 theSistema 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.
ITEM 4. | INFORMATION ON THE COMPANY |
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 asociedad 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.
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.
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 distributingCoca-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.
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, andCoca-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.”
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
(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. |
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. |
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. |
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.
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.
Overview
Coca-Cola FEMSA is the largest franchise bottler ofCoca-Colatrademark 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 iswww.coca-colafemsa.com.
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 | % | ||||||||||
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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 distributingCoca-Colatrademark 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 BrazilianCoca-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 theCielbrand.
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 theBrisa brand.
In May 2009, Coca-Cola FEMSA entered into an agreement to manufacture, distribute and sell theCrystal 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 theMatte 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-ownedCoca-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-ownedCoca-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 theCoca-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.”
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.
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;
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 theCoca-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.
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 ofCoca-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 ofCoca-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 producingCoca-Colaproducts. 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.
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:
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 distributesCoca-Cola trademark beverages. TheCoca-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:
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. |
(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. IncludesDel Valle Freshin 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 | |||||||||
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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 Lifeand 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) andValleFrut (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 distributesCoca-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’sCoca-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
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 someCoca-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 ofCoca-Cola trademark beverages, including theJugos 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 | |||||||||
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Total | 100.0 | 100.0 | 100.0 | |||||||||
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(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.
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 theCiel 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 theCiel 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 ofCoca-Cola trademark beverages, including theJugos del Valle line of juice-based beverages in Colombia and Brazil, and theHeineken beer brands, includingKaiser 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 theCoca-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 itsJugos del Valle line of business andPowerade 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 | |||||||||
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Total | 100.0 | 100.0 | 100.0 | |||||||||
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(1) | Includes volume from the operations of Companhia Fluminense from September 2013 and Spaipa from November 2013. |
(2) | Includes bulk water volume. |
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 ofFUZE tea andLeão tea in the division. Coca-Cola FEMSA’s sparkling portfolio increased 22.6% mainly driven by the performance of theCoca-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 theBonaqua brand in Argentina and theCrystalbrand 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 theCrystal 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 ofFUZE tea in the division. Coca-Cola FEMSA’s bottled water portfolio, including bulk water, increased 3.8% mainly driven by theBonaqua brand in Argentina and theBrisa 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 theHeineken beer portfolio, includingKaiser 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 ofCoca-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 launchedDel Valle Fresh, an orangeade, in Venezuela, which contributed significantly to incremental volume growth in this country during 2012. During 2014, Coca-Cola FEMSA’s Poweradebrand in the country contributed to its sales growth in the still beverage category.
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 | |||||||||
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Total | 100.0 | 100.0 | 100.0 | |||||||||
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(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 theCoca-Cola brand, which grew 15.3%. The bottled water business, including bulk water, grew 1.6% mainly driven by theNevada brand. The still beverage category increased 10.8%, due to the performance of theDel Valle Fresh orangeade andPoweradebrand.
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 theCoca-Cola brand, which grew 10.0%. The bottled water business, including bulk water, grew 33.2% mainly driven by theNevada brand. The still beverage category increased 23.5%, due to the performance of theDel Valle Fresh orangeade andKapo.
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.
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.
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.
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 localPepsi 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 ofPepsi 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 formerPepsi bottler in central and southeast Mexico, a subsidiary of PepsiCo, and Empresas Polar, S.A., the leading beer distributor andPepsi 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 arePepsi andBig 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 brandsPostobón andColombiana), some of which have a wide consumption preference, such asmanzana Postobón (apple Postobón), which is the second most popular flavor in the Colombian sparkling beverage industry in terms of total sales volume. Postobón also sellsPepsi 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 ofBig 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 includesPepsi, 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, aPepsi 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.
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 ofBig Cola in part of this country.
Raw Materials
Pursuant to its bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell and distributeCoca-Cola trademark beverages within specific geographic areas, and Coca-Cola FEMSA is required to purchase in all of its territories for allCoca-Cola trademark beverages concentrate from companies designated by The Coca-Cola Company and sweeteners from companies authorized by The Coca-Cola Company. Concentrate prices forCoca-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 forCoca-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 certainCoca-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 toCoca-Colatrademark 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 asManantialin Colombia andCrystal 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.
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 ofCoca-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.
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.
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.
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
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.
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.
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.
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.
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.
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 |
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 |
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 | |||||||||
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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.
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.
Antitrust Legislation
TheLey 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.”
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.
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.
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 theSecretaria del Medio Ambiente y Recursos Naturales or Secretary of Environment and Natural Resources, which we refer to as “SEMARNAT”. An agency of SEMARNAT, theProcuraduría 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 theLey General de Equilibrio Ecológico y Protección al Ambiente (Federal General Law for Ecological Equilibrium and Environmental Protection, or the Mexican Environmental Law) and theLey 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 theLey de Aguas Nacionales de 1992(as amended, the 1992 Water Law), enforced by theComisión 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.
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 createIndustria 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 calledMisión 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 theLey Orgánica del Ambiente (Organic Environmental Law), theLey Sobre Sustancias, Materiales y Desechos Peligrosos(Substance, Material and Dangerous Waste Law), theLey Penal del Ambiente (Criminal Environmental Law) and theLey 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.
In addition, in December 2010, the Venezuelan government approved theLey 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 theAssociação 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.
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 theSecretaría 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 withinSistema 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.
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.
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 theCódigo de Mineração (Code of Mining, Decree Law No. 227/67), theCódigo 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 theDepartamento 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.
In Nicaragua, the use of water is regulated by theLey 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 theReglamento 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 theLey de Aguas (Water Law).
In addition, Coca-Cola FEMSA obtains water for the production of some of its natural spring water products, such asManantialin 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 theCoca-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.
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.”
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.
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.
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.
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.
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.
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.
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.
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 | ||||||||||||
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Total revenues | 17,861 | 263,449 | 258,097 | 238,309 | ||||||||||||
Cost of goods sold | 10,392 | 153,278 | 148,443 | 137,009 | ||||||||||||
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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 | ||||||||||||
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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 | ||||||||||||
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Consolidated net income | $ | 1,534 | Ps. | 22,630 | Ps. | 22,155 | Ps. | 28,051 | ||||||||
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Controlling interest net income | 1,132 | 16,701 | 15,922 | 20,707 | ||||||||||||
Non-controlling interest net income | 402 | 5,929 | 6,233 | 7,344 | ||||||||||||
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Consolidated net income | $ | 1,534 | Ps. | 22,630 | Ps. | 22,155 | Ps. | 28,051 | ||||||||
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(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. |
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.
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.
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.
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.
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,PoweradeandFUZE 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 ofCiel, Bonaqua, andBrisabrands. 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.
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 10Coca-Cola FEMSA Series L shares) as of December 31, 2013.
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.
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.
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 |
U.S. dollars Others Commodity price contracts Sugar(3) Aluminum(3) Expected benefits to be paid for pension and retirement plans, seniority premiums, post-retirement medical services andpost-employment Other long-term liabilities(4) Maturity Less than
1 year 1 - 3 years 3 - 5 years In excess of
5 years Total (in millions of Mexican pesos) 196 347 342 361 1,246 29 8 7 3 47 1,341 989 — — 2,330 361 177 — — 538 622 557 565 1,657 3,401 — — — 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 byBanco 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.
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.
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 ofunidades 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 | |||
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.
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 |
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:
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) |
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 |
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 |
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 |
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 |
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. |
(5) | Son of Max Michel Suberville. |
(6) | Brother of José Antonio Fernández Carbajal. |
(7) | Nephew of Max Michel Suberville. |
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 |
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 |
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 |
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.
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.
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.
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.
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 | % |
Beneficial Owner Max Michel Suberville Francisco José Calderón Rojas and José Fernando Calderón Rojas(1) Juan Guichard Michel Series B Series D-B Series D-L Shares Percent of
Class Shares Percent of
Class Shares Percent of
Class 17,379,630 0.19 % 34,759,260 0.80 % 34,759,260 0.80 % 8,317,759 0.09 % 16,635,518 0.38 % 16,635,518 0.38 % 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.
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. |
• | 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. |
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.
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 |
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. |
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.
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.
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.
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 forCoca-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 BrazilianCoca-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 theMatte Leãotea 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 theMatte Leão business in Brazil.
In February 2009, Coca-Cola FEMSA together with The Coca-Cola Company acquired theBrisa 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 theBrisa 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 theBrisa portfolio of products in Colombia.
In May 2009, Coca-Cola FEMSA completed a transaction to develop theCrystal 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.
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.
For a discussion of our dividend policy,See “Item 3. Key Information—Dividends” and “Item 10. Additional Information.”
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 CFC, pursuant toCFCE, motivated by complaints filed by PepsiCo and certain of its bottlers in Mexico, began an investigation of The Coca-Cola Company Export Corporation (TCECC) and the Mexican Coca-Cola bottlers for alleged monopolistic practices through exclusivity arrangements with certain retailers. Nine of Coca-Cola FEMSA’sour Mexican subsidiaries, including those that it acquired as a result of itsthrough our merger with Grupo CIMSA,Tampico, Grupo Tampico’s beverage division,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 two outthree of Coca-Cola FEMSA’sour nine Mexican subsidiaries involved in the proceedings, upholding a fine of approximately Ps. 10.5 million imposed by CFCthe CFCE on each of the twothree subsidiaries and ordering the immediate suspension of such practices of alleged exclusivity arrangements and conditional dealing.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
imposed by the CFCE. With respect to the complaints against the remaining sevensix subsidiaries, a favorable resolution was renderedissued in the Mexican Federal CourtCourts and, consequently, the CFC, which ruling droppedCFCE 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 August 7, 2012,June 30, 2005, the court dismissed and denied an appeal thatCFCE imposed a fine on one of Coca-Cola FEMSA filed on behalf of Grupo Fomento Queretano, which had received an adverse judgment. Coca-Cola FEMSA filed aFEMSA’s subsidiaries for approximately Ps. 10.5 million. A motion for reconsideration on this matter was filed on September 12,21, 2005, which was resolved by the CFCE confirming the original resolution on December 1, 2005. Anamparowas 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 newamparo claim was filed against said resolution. On May 17, 2012, such newamparo 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 newamparoclaim filed on July 31, 2013 before a District Judge in Acapulco, Guerrero and isare still awaiting final resolution.resolution since the authorities have not been able to give notice to all parties of this newamparo.
In February 2009, the CFCCFCE 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 CFCCFCE 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 CFC.CFCE. The CFCCFCE confirmed its initial ruling. In a related case, aA Federal Circuit Court has ruled that the CFCCFCE must reexamine part of theexamine evidence originally provided by a plaintiff. It is currently unclear howplaintiff for purposes of determining if bottlers complied with the CFC will ruleresolution 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 this appeal.
Colombia
Labor Matters
During July 2001, a labor union and several individuals from the Republic of Colombia filed a lawsuit in the U.S. District Court for the Southern District of Florida against certain of Coca-Cola FEMSA’s subsidiaries. The plaintiffs alleged that the subsidiaries engaged in wrongful acts against the labor union and its members in Colombia, including kidnapping, torture, death threats and intimidation. The complaint alleges claims under the U.S. Alien Tort Claims Act, Torture Victim Protection Act, Racketeer Influenced and Corrupt Organizations Act and state tort law and seeks injunctive and declaratory relief and damages of more than US$ 500 million, including treble and punitive damages and the cost of the suit, including attorney fees. In September 2006, the federal district court dismissed the complaint with respect to all claims. The plaintiffs appealed and in August 2009, the Appellate Court affirmed the decisionthese proceedings in favor of Coca-Cola FEMSA’s subsidiaries. The plaintiffs moved for a rehearing, and in September 2009, the rehearing motion was denied. Plaintiffs attempted to seek reconsiderationen banc, but the Court dismissed the entire case for lack of jurisdiction and such resolution is final and cannot be appealed.
Venezuela
Tax Matters
In 1999, some of Coca-Cola FEMSA’s Venezuelan subsidiaries received notice of indirect tax claims asserted by the Venezuelan tax authorities. These subsidiaries have taken the appropriate measures against these claims at the administrative level and filed appeals with the Venezuelan courts. The claims currently amount to approximately US$ 21.1 million (approximately Ps. 250 million). Coca-Cola FEMSA has certain rights to indemnification from Venbottling Holding, Inc., a former shareholder of Panamco and The Coca-Cola Company for a substantial portionand some of the claims.its bottlers. On April 6, 2015, Ajemex, S.A. de C.V. filed anamparoclaim against said resolution and Coca-Cola FEMSA does not believe that the ultimate resolution of these cases will have a material adverse effect on its financial condition or results.
Brazil
Antitrust Matters
Several claims have been filed against Coca-Cola FEMSA by private parties that allege anticompetitive practices by Coca-Cola FEMSA’s Brazilian subsidiaries. The plaintiffs are Ragi (Dolly), a Brazilian producer of “B Brands,” and PepsiCo, alleging anticompetitive practices by Spal Indústria Brasileira de Bebidas, S.A. and Recofarma Indústria do Amazonas Ltda. Of the four claims Dolly filed against us, the only one remaining concerns a denial of access to common suppliers. Of the two claims made by PepsiCo, the first concerns exclusivity arrangements at the point of sale, and the second is an alleged corporate espionage allegation against the Pepsi bottler, BAESA, which the Ministry of Economy recommended to be dismissed for lack of evidence. Under Brazilian law, each of these claims could result in substantial monetary fines and other penalties although we believe each of the claims is without merit. Regarding the claims made by Pepsico, in December 2012, the Administrative Council of Economic Defense (“CADE”) issued a decision dismissing the claim related to exclusivity arrangements at the point of sale. Also in December 2012, CADE issued a technical note advocating dismissal of the claim related to an alleged corporate espionage against the Pepsi bottler, BAESA, for lack of evidence. Currently, we arestill awaiting the final decision.resolution.
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 |
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.
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, 2013:2015:
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 | % |
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 February 28, 2013,March 31, 2015, approximately 56%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 asociedad 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.
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 theComisión Nacional Bancaria y de Valores, or CNBV. Most securities traded on the Mexican Stock Exchange, including ours, are on deposit withS.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.
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) | B Units(1) | |||||||||||||||||||||||||||||||||||||||
Nominal pesos | Close US$(4) | Average Daily Trading Volume (Units) | Nominal pesos | Average Daily Trading Volume (Units) | ||||||||||||||||||||||||||||||||||||
High(2) | Low(2) | Close(3) | High(2) | Low(2) | Close(3) | Close US$(4) | ||||||||||||||||||||||||||||||||||
2008 | 46.00 | 32.00 | 34.99 | 2.53 | 7,286 | |||||||||||||||||||||||||||||||||||
2009 | 57.00 | 30.50 | 55.00 | 4.21 | 300 | |||||||||||||||||||||||||||||||||||
2010 | 57.99 | 44.00 | 57.9 | 4.68 | 1,629 | 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 | 57.99 | 50.00 | 51.50 | 4.32 | 2,062 | 121.80 | 99.00 | 117.00 | 9.50 | 1,046 | ||||||||||||||||||||||||||||||
Second Quarter | 58.00 | 51.50 | 58.00 | 4.95 | 975 | 126.00 | 102.00 | 115.23 | 8.87 | 5,266 | ||||||||||||||||||||||||||||||
Third Quarter | 71.00 | 59.00 | 71.00 | 5.16 | 2,597 | 120.00 | 107.00 | 114.00 | 8.67 | 4,260 | ||||||||||||||||||||||||||||||
Fourth Quarter | 81.00 | 78.05 | 78.05 | 5.59 | 795 | 111.00 | 102.00 | 106.00 | 8.09 | 74,261 | ||||||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||||||||||||||
2014 | ||||||||||||||||||||||||||||||||||||||||
First Quarter | 82.00 | 75.00 | 80.50 | 6.28 | 872 | 106.90 | 103.00 | 106.00 | 8.12 | 1,286 | ||||||||||||||||||||||||||||||
Second Quarter | 97.00 | 83.00 | 97.00 | 7.17 | 140 | 110.00 | 104.00 | 104.00 | 8.02 | 3,650 | ||||||||||||||||||||||||||||||
Third Quarter | 94.00 | 89.70 | 91.49 | 6.95 | 3,615 | 116.00 | 109.00 | 112.00 | 8.34 | 1,956 | ||||||||||||||||||||||||||||||
Fourth Quarter | 99.00 | 88.50 | 99.00 | 7.65 | 2,033 | 125.00 | 109.00 | 122.50 | 8.31 | 1,525 | ||||||||||||||||||||||||||||||
October | 95.00 | 88.50 | 91.00 | 6.95 | 2,261 | 116.00 | 103.00 | 115.00 | 8.53 | 2,436 | ||||||||||||||||||||||||||||||
November | 96.00 | 91.00 | 95.60 | 7.40 | 3,262 | 125.00 | 116.50 | 125.00 | 8.99 | 966 | ||||||||||||||||||||||||||||||
December | 99.00 | 92.00 | 99.00 | 7.64 | 1,855 | 122.50 | 120.00 | 122.50 | 8.31 | 644 | ||||||||||||||||||||||||||||||
2013 | ||||||||||||||||||||||||||||||||||||||||
2015 | ||||||||||||||||||||||||||||||||||||||||
January | 117.00 | 99.00 | 117.00 | 9.19 | 375 | 126.00 | 123.00 | 125.00 | 8.33 | 982 | ||||||||||||||||||||||||||||||
February | 121.80 | 114.00 | 120.00 | 9.39 | 1,785 | 129.50 | 121.00 | 128.99 | 8.56 | 2,059 | ||||||||||||||||||||||||||||||
March | 119.00 | 112.00 | 117.00 | 9.50 | 1,387 | 131.50 | 130.50 | 131.49 | 8.63 | 1,832 | ||||||||||||||||||||||||||||||
First Quarter | 121.80 | 99.00 | 117.00 | 9.50 | 1,046 | 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. |
BD Units(1) | BD Units(1) | |||||||||||||||||||||||||||||||||||||||
Nominal pesos | Close US$(4) | Average Daily Trading Volume (Units) | Nominal pesos | Average Daily Trading Volume (Units) | ||||||||||||||||||||||||||||||||||||
High(2) | Low(2) | Close(3) | High(2) | Low(2) | Close(3) | Close US$(4) | ||||||||||||||||||||||||||||||||||
2008 | 49.19 | 26.10 | 41.37 | 2.99 | 3,089,044 | |||||||||||||||||||||||||||||||||||
2009 | 63.20 | 30.49 | 62.65 | 4.80 | 3,011,747 | |||||||||||||||||||||||||||||||||||
2010 | 71.21 | 53.22 | 69.32 | 5.60 | 3,177,203 | 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 | 70.61 | 64.01 | 69.85 | 5.86 | 2,562,803 | 147.24 | 129.11 | 138.97 | 11.28 | 2,359,740 | ||||||||||||||||||||||||||||||
Second Quarter | 77.79 | 70.52 | 77.79 | 6.64 | 2,546,271 | 151.72 | 121.59 | 131.31 | 10.11 | 3,025,003 | ||||||||||||||||||||||||||||||
Third Quarter | 91.39 | 75.28 | 90.16 | 6.55 | 3,207,475 | 135.12 | 123.61 | 127.00 | 9.65 | 3,417,003 | ||||||||||||||||||||||||||||||
Fourth Quarter | 97.80 | 87.05 | 97.02 | 6.95 | 2,499,269 | 131.76 | 117.05 | 126.40 | 9.65 | 3,133,631 | ||||||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||||||||||||||||
2014 | ||||||||||||||||||||||||||||||||||||||||
First Quarter | 105.33 | 88.64 | 105.33 | 8.22 | 2,865,624 | 126.17 | 109.62 | 121.61 | 9.31 | 3,063,251 | ||||||||||||||||||||||||||||||
Second Quarter | 121.25 | 105.73 | 119.03 | 8.80 | 1,955,790 | 129.52 | 118.34 | 121.59 | 9.38 | 2,771,898 | ||||||||||||||||||||||||||||||
Third Quarter | 121.27 | 108.26 | 118.56 | 9.01 | 2,162,873 | 129.65 | 121.11 | 123.63 | 9.21 | 2,403,749 | ||||||||||||||||||||||||||||||
Fourth Quarter | 130.64 | 116.41 | 129.31 | 9.99 | 2,135,503 | 134.71 | 117.39 | 130.88 | 8.87 | 2,290,740 | ||||||||||||||||||||||||||||||
October | 123.80 | 117.54 | 117.92 | 9.01 | 1,928,946 | 129.52 | 117.39 | 129.52 | 9.61 | 2,240,021 | ||||||||||||||||||||||||||||||
November | 127.71 | 116.41 | 126.66 | 9.81 | 2,176,913 | 134.71 | 128.37 | 132.76 | 9.54 | 2,142,217 | ||||||||||||||||||||||||||||||
December | 130.64 | 124.66 | 129.31 | 9.97 | 2,341,957 | 131.09 | 120.87 | 130.88 | 8.87 | 2,480,668 | ||||||||||||||||||||||||||||||
2013 | ||||||||||||||||||||||||||||||||||||||||
2015 | ||||||||||||||||||||||||||||||||||||||||
January | 141.85 | 129.11 | 137.29 | 10.78 | 2,174,196 | 132.63 | 123.68 | 125.19 | 8.34 | 2,344,006 | ||||||||||||||||||||||||||||||
February | 147.24 | 138.61 | 142.91 | 11.18 | 2,123,164 | 142.98 | 125.19 | 142.98 | 9.49 | 2,524,297 | ||||||||||||||||||||||||||||||
March | 141.04 | 132.58 | 138.97 | 11.28 | 2,836,236 | 143.54 | 135.30 | 143.11 | 9.39 | 2,742,988 | ||||||||||||||||||||||||||||||
First Quarter | 147.24 | 129.11 | 138.97 | 11.28 | 2,359,740 | 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. |
ADSs(1) | ||||||||||||||||
U.S. dollars | Average Daily Trading Volume (ADSs) | |||||||||||||||
High(2) | Low(2) | Close(3) | ||||||||||||||
2008 | 49.39 | 19.25 | 30.13 | 1,321,098 | ||||||||||||
2009 | 49.00 | 19.91 | 47.88 | 1,188,775 | ||||||||||||
2010 | 57.38 | 40.49 | 55.92 | 534,197 | ||||||||||||
2011 | ||||||||||||||||
First Quarter | 58.93 | 52.67 | 58.70 | 523,823 | ||||||||||||
Second Quarter | 66.49 | 59.60 | 66.49 | 519,035 | ||||||||||||
Third Quarter | 73.00 | 61.34 | 64.82 | 641,559 | ||||||||||||
Fourth Quarter | 72.23 | 61.73 | 69.71 | 527,067 | ||||||||||||
2012 | ||||||||||||||||
First Quarter | 82.27 | 52.95 | 82.27 | 525,762 | ||||||||||||
Second Quarter | 89.25 | 77.19 | 89.25 | 567,603 | ||||||||||||
Third Quarter | 92.26 | 82.31 | 91.98 | 554,361 | ||||||||||||
Fourth Quarter | 101.70 | 88.56 | 100.70 | 494,332 | ||||||||||||
October | 96.72 | 90.61 | 90.61 | 467,090 | ||||||||||||
November | 98.18 | 88.56 | 98.08 | 480,962 | ||||||||||||
December | 101.70 | 97.21 | 100.70 | 536,976 |
ADSs(1) | ADSs(1) | |||||||||||||||||||||||||||||||
U.S. dollars | Average Daily Trading Volume (ADSs) | U.S. dollars | Average Daily Trading Volume (ADSs) | |||||||||||||||||||||||||||||
High(2) | Low(2) | Close(3) | 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 | 111.23 | 101.30 | 107.89 | 609,183 | 90.43 | 82.97 | 83.56 | 363,635 | ||||||||||||||||||||||||
February | 114.91 | 109.08 | 111.74 | 497,343 | 95.26 | 83.56 | 95.26 | 370,612 | ||||||||||||||||||||||||
March | 113.50 | 107.27 | 113.50 | 632,567 | 95.74 | 86.53 | 93.50 | 491,355 | ||||||||||||||||||||||||
First Quarter | 114.91 | 101.30 | 113.50 | 581,561 | 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 |
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 asociedad anónima bursátil de capital variable organized in Mexico under the MexicanLey General de Sociedades Mercantiles (Mexican General Corporations LawLaw) and the Mexican Securities Law. We were incorporated in 1936 under the name Valores Industriales, S.A., as asociedad anónima, and are currently named Fomento Económico Mexicano, S.A.B. de C.V. We are registered in theRegistro Público de la Propiedad y del Comercio(Public (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.
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.
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 thePeriódico 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.
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.
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 or by the board of directors.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 businessbusiness;
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
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.
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.
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 herCentro 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.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 ADSsADSs.. 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.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.
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 TaxesTaxes.. 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 ordinaryforeign 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 20122014 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 20132015 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 GainsGains.. 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.
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 ReportingReporting.. 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.
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 two subsidiaries of FEMSA,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 relatesrelated 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 providesprovided 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.
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 directly wholly-owned subsidiaries of 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.
There were towill 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.
FEMSA,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.
The Coca-Cola Company agreed to sell to a subsidiary of our company sufficient shares to permit us to beneficially own 51% of Coca-Cola FEMSA’s outstanding capital stock (assuming that this subsidiary does not sell any shares and that there are no issuances of Coca-Cola FEMSA’s stock other than as contemplated by the acquisition). As a result of this understanding, in November 2006, we acquired, through a subsidiary, 148,000,000 of Coca-Cola FEMSA’s Series D shares from certain subsidiaries of The Coca-Cola Company, representing 9.4% of the total outstanding voting shares and 8.02% of the total outstanding equity of Coca-Cola FEMSA, at a price of US$ 2.888 per share for an aggregate amount of US$ 427.4 million. Pursuant to Coca-Cola FEMSA’s bylaws, the acquired shares were converted from Coca-Cola FEMSA Series D Shares to Coca-Cola FEMSA Series A Shares.
Coca-Cola FEMSA may be entering some markets where significant infrastructure investment may be required. The Coca-Cola Company and FEMSAour 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.
Coca-Cola FEMSA entered into a stand-by credit facility, on December 19, 2003 with The Coca-Cola Export Corporation, which expired in December 2006 and was never used.
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 |
• | Horizontal |
• | Long-term vision in relationship |
Bottler Agreements
Bottler agreements are the standard agreements for each territory that The Coca-Cola Company enters into with bottlers outside the United States.bottlers. Pursuant to its bottler agreements, Coca-Cola FEMSA is authorized to manufacture, sell, and distributeCoca-Cola trademark beverages within specific geographic areas, and is required to purchase concentrate in someall of its territories from companies designated by The Coca-Cola Company, and sweeteners from companies authorized by The Coca-Cola Company, for all of itsCoca-Cola trademark beverages.Company.
These bottler agreements also provide that Coca-Cola FEMSA will purchase its entire requirement of concentrate forCoca-Colatrademark 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 sparklingCoca-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.restraints imposed by authorities in certain territories. Coca-Cola FEMSA has the exclusive right to distributeCoca-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 theCoca-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 distributeCoca-Colatrademark beverages in its territories, The Coca-Cola Company reserves the right to import and exportCoca-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 certain subsidiaries ofour company and The Coca-Cola Company and certain subsidiaries of our company,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 theCoca-Cola trademark beverages and to discontinue any of theCoca-Cola trademark beverages, subject to certain limitations, so long as allCoca-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 theCoca-Cola trademark beverages under the bottler agreements.
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 theCoca-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 forCoca-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 affiliatessubsidiaries 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 20122014 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, 2012, Coca-Cola FEMSA had eight2014, we had:
nine bottler agreements in Mexico: (i) the agreements for Mexico’sthe Valley territory,of Mexico, which expireare up for renewal in April 2016 and June 2013 and April 2016;2023, (ii) the agreements for the Central territory, which expireare up for renewal in August 2013, May 2015 (three agreements) and July 2016;2016, (iii) the agreement for the Northeast territory, which expiresis up for renewal in September 2014;May 2015, (iv) the agreement for the Bajio territory, which expiresis up for renewal in May 2015;2015, and (v) the agreement for the Southeast territory, which expiresis up for renewal in June 2013. Coca-Cola FEMSA’s2023;
four bottler agreements with The Coca-Cola Company will expirein Brazil, which are up for Coca-Cola FEMSA’s territoriesrenewal in other countries as follows:October 2017 (two agreements) and April 2024 (two agreements).
one bottler agreement in each of Argentina, which is up for renewal in September 2014; Brazil in April 2014;2024, Colombia, which is up for renewal in June 2014;2024; Venezuela, which is up for renewal in August 2016; Guatemala, which is up for renewal in March 2015;2025; Costa Rica, which is up for renewal in September 2017; Nicaragua, which is up for renewal in May 2016;2016 and Panama, which is up for renewal in November 2014.2024.
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.”
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 distributeCoca-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;
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 not 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 of the board of Heineken N.V. and will also serve as a representative of FEMSA on the Heineken Holding N.V. Board of Directors.Supervisory Board. Our nominees for appointment to the Heineken Supervisory Board were José Antonio Fernández Carbajal, our Executive Chairman and Chief Executive Officer,of the Board, and Javier Astaburuaga Sanjines, our Chief Financial and StrategicVice President of Corporate Development, Officer, who were both approved by Heineken N.V.’s general meeting of shareholders. Mr. José Antonio 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 and Chief Executive Officer.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.
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 exists principally with respect to our indebtedness that bears interest at floating rates. At December 31, 2012,2014, we had outstanding total debt of Ps. 37,34284,488 million, of which 63.9%12.6% bore interest at variable interest rates and 36.1%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, 2012, 44.5%2014, 73% of our total debt was fixed rate and 55.5%27% of our total debt was variable rate (the total amount of the debt and the amounts of the variable rate debt and fixed rate debt used in the calculation of this percentage considerswas obtained by converting only the units of investmentsinvestment 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), theTasa de Interés Interbancaria de Equilibrio (Equilibrium Interbank Interest Rate, or TIIE), and theCertificados 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, 2012,2014, 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, 20122014 exchange rate of Ps. 12.963514.7180 per U.S. dollar.
The table below also includes the estimated fair value as of December 31, 20122014 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, 2012.2014.
As of December 31, 2012,2014, the fair value represents an increase in total debt of Ps. 1,1142,107 million more than book value due to an increase in the interest rate in Mexico.value.
Principal by Year of Maturity
At December 31, 2012 | At December 31, 2011 | At December 31, 2014 | At December 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 and thereafter | Carrying Value | Fair Value | Carrying Value | Fair Value | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 and thereafter | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in millions of Mexican pesos, except for percentages) | (in millions of Mexican pesos, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed rate debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mexican pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital leases | — | — | — | — | — | — | — | — | 18 | 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | — | — | — | — | — | — | — | — | 6.9 | % | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Argentine pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 291 | — | — | — | — | — | 291 | 291 | 325 | 317 | 301 | — | — | — | — | — | 301 | 304 | 495 | 489 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 19.2 | % | — | — | — | — | — | 19.2 | % | — | 14.9 | % | — | 30.9% | — | — | — | — | — | 30.9% | 30.9% | 25.4% | 25.4% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Variable rate debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colombian pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | — | — | — | — | — | — | — | — | 295 | 295 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | — | — | — | — | — | — | — | — | 6.8 | % | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brazilian reais: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 19 | — | — | — | — | — | 19 | 19 | — | — | 148 | — | — | — | — | — | 148 | 148 | 34 | 34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 8.1 | % | — | — | — | — | — | 8.1 | % | — | — | — | 12.6% | — | — | — | — | — | 12.6% | 12.6% | 9.7% | 9.7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollars: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 3,903 | — | — | — | — | — | 3,903 | 3,899 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 0.6 | % | — | — | — | — | — | 0.6 | % | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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Subtotal | 4,213 | — | — | — | — | — | 4,213 | 4,209 | 638 | 630 | 449 | — | — | — | — | — | 449 | 452 | 529 | 523 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fixed rate debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mexican pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Domestic senior notes | — | — | — | — | — | 2,495 | 2,495 | 2,822 | 2,495 | 2,631 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollars: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Notes (Coca-Cola FEMSA) | — | — | — | 14,668 | — | 29,225 | 43,893 | 46,924 | 34,272 | 35,327 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | — | — | — | — | — | 8.3 | % | 8.3 | % | — | 8.3 | % | — | — | — | — | 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) | — | — | — | — | 3,567 | — | 3,567 | 3,567 | 3,337 | 3,337 | — | — | 3,599 | — | — | — | 3,599 | 3,599 | 3,630 | 3,630 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | — | — | — | — | 4.2 | % | — | 4.2 | % | — | 4.2 | % | — | — | — | 4.2% | — | — | — | 4.2% | 4.2% | 4.2% | 4.2% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollars: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J.P. Morgan (Yankee Bond) | — | — | — | — | — | 6,458 | 6,458 | 7,351 | 6,940 | 7,737 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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) | — | — | — | — | — | 4.6 | % | 4.6 | % | — | 4.6 | % | — | — | — | — | — | — | — | — | — | 4.0% | 4.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Argentine pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 180 | 336 | 13 | — | — | — | 529 | 514 | 595 | 570 | 17 | 215 | — | — | — | — | 232 | 227 | 180 | 179 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 18.7 | % | 20.7 | % | 15.0 | % | — | — | — | 19.9 | % | — | 16.4 | % | — | 24.9% | 21.3% | — | — | — | — | 21.5% | 21.5% | 25.7% | 25.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brazilian reais: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 17 | 21 | 21 | 21 | 19 | 20 | 119 | 114 | 82 | 87 | 64 | 27 | 17 | 17 | 17 | 14 | 156 | 146 | 167 | 167 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 3.8 | % | 3.6 | % | 3.6 | % | 3.6 | % | 3.6 | % | 4.5 | % | 3.8 | % | — | 4.5 | % | — | 12.3% | 9.7% | 7.6% | 7.6% | 7.6% | 6.0% | 6.7% | 6.7% | 11.3% | 11.3% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital leases | 4 | 4 | 3 | — | — | — | 11 | 11 | 17 | 18 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Finance leases | 38 | 25 | — | — | — | — | 63 | 63 | 100 | 100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 4.5 | % | 4.5 | % | 4.5 | % | — | — | — | 4.5 | % | — | 4.5 | % | — | 10% | 10% | — | — | — | — | 10% | 10% | 10% | 10.0% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subtotal | 201 | 361 | 37 | 21 | 3,586 | 8,973 | 13,179 | 14,379 | 13,466 | 14,380 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Variable rate debt: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mexican pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colombian pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 266 | 1,370 | 2,744 | — | — | — | 4,380 | 4,430 | 4,550 | 4,456 | 492 | 277 | — | — | — | — | 769 | 766 | 1,495 | 1,490 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 5.1 | % | 5.1 | % | 5.1 | % | — | — | — | 5.1 | % | — | 5.0 | % | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Domestic senior notes | 3,500 | — | — | 2,511 | — | — | 6,011 | 5,999 | 8,843 | 8,981 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 4.8 | % | — | — | 5.0 | % | — | — | 5.0 | % | — | 4.7 | % | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollars: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 195 | 2,600 | 5,195 | — | — | — | 7,990 | 8,008 | 251 | 251 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 0.6 | % | 0.9 | % | 0.9 | % | — | — | — | 0.9 | % | — | 0.7 | % | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Argentine pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | 106 | — | — | — | — | — | 106 | 106 | 130 | 116 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 22.9 | % | — | — | — | — | — | 22.9 | % | — | 27.3 | % | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Brazilian reais: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | — | 106 | — | — | — | — | 106 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | — | 8.9 | % | — | — | — | — | 8.9 | % | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital leases | 36 | 40 | 43 | 30 | — | — | 149 | 149 | 193 | 193 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 10.5 | % | 10.5 | % | 10.5 | % | 10.5 | % | — | — | 10.5 | % | — | 11.0 | % | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colombian pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank loans | — | 1,023 | — | — | — | — | 1,023 | 990 | 935 | 929 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | — | 6.8 | % | — | — | — | — | 6.8 | % | — | 6.1 | % | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital leases | 185 | — | — | — | — | — | 185 | 186 | 386 | 384 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate(1) | 6.8 | % | — | — | — | — | — | 6.8 | % | — | 6.6 | % | — | 5.9% | 5.9% | — | — | — | — | 5.9% | 5.9% | 5.7% | 5.7% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Subtotal | 4,288 | 5,139 | 7,982 | 2,541 | — | — | 19,950 | 19,868 | 15,288 | 15,310 | 611 | 5,125 | 17 | 4,865 | 17 | 14 | 10,649 | 10,705 | 14,434 | 14,538 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total long-term debt | 4,489 | 5,500 | 8,019 | 2,562 | 3,586 | 8,973 | 33,129 | 34,247 | 28,754 | 29,690 | 1,104 | 5,568 | 3,961 | 19,712 | 112 | 53,582 | 84,039 | 86,143 | 76,219 | 75,554 |
At December 31, 2012 | At December 31, 2011 | At December 31, 2014 | At December 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 and thereafter | Carrying Value | Carrying Value | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 and thereafter | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in millions of Mexican pesos, except for percentages) | (in millions of Mexican pesos, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mexican pesos: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Variable to fixed | 3,787 | 575 | 1,963 | — | — | — | 6,325 | 6,638 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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) | 8.2 | % | 8.4 | % | 8.6 | % | — | — | — | 8.4 | % | 8.3 | % | — | — | — | — | — | — | — | — | 8.6% | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest receive rate(1) | 4.9 | % | 5.1 | % | 5.1 | % | — | — | — | 5.0 | % | 4.9 | % | — | — | — | — | — | — | — | — | 4.0% | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Cross currency swaps: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units of Investment (UDIs) to Mexican pesos and variable rate | — | — | — | 2,500 | — | — | 2,500 | 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units of Investment (UDIs) to Mexican pesos and variable rate Fixed to variable | — | — | 2,500 | — | — | — | 2,500 | — | 2,500 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest pay rate(1) | — | — | — | 4.7 | % | — | — | 4.7 | % | 4.6 | % | — | — | 3.1% | — | — | — | 3.1% | — | 4.1% | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest receive rate(1) | — | — | — | 4.2 | % | — | — | 4.2 | % | 4.2 | % | — | — | 4.2% | — | — | — | 4.2% | — | 4.2% | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollars to Mexican pesos | — | 2,553 | — | — | — | — | 2,553 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollars to Mexican pesos Variable to fixed | — | — | — | 6,476 | — | — | 6,476 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest pay rate(1) | — | 3.7 | % | — | — | — | — | 3.7 | % | — | — | — | — | 3.2% | — | — | 3.2% | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest receive rate(1) | — | 1.4 | % | — | — | — | — | 1.4 | % | — | — | — | — | 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, 20122014 would increase our interest expense by approximately Ps. 198244 million, or 7.9%3.6%, over the 12-month period of 2013,2015, 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.
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 2012,2014, the percentage of our consolidated total revenues was denominated as follows:
Total Revenues by Currency At December 31, 20122014
Region | Currency | % of Consolidated Total Revenues | ||||
Mexico and Central America(1) | Mexican peso and others | |||||
Venezuela(2) | Bolívar fuerte | |||||
South America | Brazilian peso, Colombian peso |
(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, 2012,2014, after giving effect to all cross currency swaps, 42.5%42.7% of our long-term indebtedness was denominated in Mexican pesos, 50.5%22.6% was denominated in U.S. dollars, 3.3%1.0% was denominated in Colombian pesos, 2.6%1.1% was denominated in Argentine pesos and 1.1%32.7% was denominated in Brazilian reais. We also have short-term indebtedness, which consists of bank loans in Argentine pesos and Brazilian reais, and U.S. dollars.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 iswas 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, 2011,2014, we had forward agreements that metoptions to purchase U.S. dollars to reduce our exposure to the hedging criteria for accounting purposes, to hedge our transactions denominated in U.S. dollars.risk of exchange rate fluctuations. The notional amount of these forward agreementsoptions was Ps. 2,933402 million, for which we have recorded a net fair value asset of Ps. 183 million.56 million as part of cumulative other comprehensive income. The maturity date of these forward agreementsoptions is in 2012. The fair value2015.
As 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, 2011, a gain of Ps. 21 million was recorded in our consolidated results.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 iswas in 2013.
As of December 31, 2011, 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. 1,901 million, for which we have recorded a net fair value asset of Ps. 300 million as part of cumulative other comprehensive income. The maturity date of these options was in 2012.
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 | |||||||
2012 | ||||||||||
FEMSA | +9%EUR/+11%USD | Ps. | (250 | ) | Ps. | — | ||||
-9%EUR/-11%USD | 104 | — | ||||||||
Coca-Cola FEMSA | -11%USD | (438 | ) | — | ||||||
2011 | ||||||||||
FEMSA | +13%EUR/+15%USD | Ps. | (189 | ) | Ps. | — | ||||
-13%EUR/-15%USD | 191 | — | ||||||||
Coca-Cola FEMSA | -15%USD | (352 | ) | (127 | ) |
Foreign Currency Risk(1)(2) | Change in Exchange | 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
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.
As of December 31, 2011, we had cross currency swaps designated as fair value hedges under contracts with an aggregate notional amount of Ps. 2,500 million that expire in 2017, for which we have recorded a net fair value asset of Ps. 860 million. The net effect of our expired contracts for the year ended December 31, 2011, was recorded as interest income of Ps. 8 million.
For the years ended December 31, 2012,2014, 2013, and 2011,2012, 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, and 2011, respectively.
A hypothetical, instantaneous and unfavorable 10% devaluation of the Mexican peso relative to the U.S. dollar occurring on December 31, 20122014 would have resulted in a foreign exchange gain increasingloss decreasing our consolidated net income by approximately Ps. 526830 million over the 12-month period of 2012,2015, 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, net of a loss related to our U.S. dollar denominated indebtedness.Euros.
As of March 31, 2013,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, 2012, are2014, were as follows:
Country | Currency | Exchange Rate as of March 31, 2013 | (Devaluation) / Revaluation | Currency | Exchange Rate as of April 17, 2015 | (Devaluation) / Revaluation | ||||||||||||||
Mexico | Mexican peso | 12.35 | 5.0 | % | Mexican peso | 15.39 | 4.6 | % | ||||||||||||
Brazil | Brazilian real | 2.01 | 1.5 | % | Brazilian reais | 3.05 | 15.0 | % | ||||||||||||
Venezuela | Bolívar fuerte | 6.30 | (46.5 | )% | Bolívar fuerte | 196.66 | (1) | 293.4 | % | |||||||||||
Colombia | Colombian peso | 1,832.20 | (3.6 | )% | Colombian peso | 2,493.93 | 4.2 | % | ||||||||||||
Argentina | Argentine peso | 5.12 | (4.1 | )% | Argentine peso | 8.87 | 3.7 | % | ||||||||||||
Costa Rica | Colón | 504.65 | 1.9 | % | Colón | 537.38 | (1.5 | )% | ||||||||||||
Guatemala | Quetzal | 7.78 | 1.6 | % | Quetzal | 7.68 | 1.1 | % | ||||||||||||
Nicaragua | Cordoba | 24.42 | (1.2 | )% | Cordoba | 26.98 | 1.4 | % | ||||||||||||
Panama | U.S. dollar | 1.00 | 0.0 | % | U.S. dollar | 1.00 | 0.0 | % | ||||||||||||
Euro Zone | Euro | 0.78 | (3.0 | )% | 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. |
A hypothetical, instantaneous and unfavorable 10% devaluation in the value of the currencies in each of all the countries in which we operate, relative to the U.S. dollar, occurring on December 31, 2012,2014, would produce a reduction (or gain) in stockholders’ equity as follows:
Country | Currency | Reduction Stockholders’ Equity | ||||
(in millions of Mexican pesos) | ||||||
Mexico | Mexican peso | |||||
Brazil | Brazilian | |||||
Venezuela | Bolívar fuerte | |||||
Colombia | Colombian peso | |||||
Costa Rica | Colón | |||||
Argentina | Argentine peso | |||||
Guatemala | Quetzal | |||||
Nicaragua | Cordoba | |||||
Panama | U.S. dollar | |||||
Peru | Nuevo Sol | 19 | ||||
Euro Zone | Euro |
As of December 31, 20122014, 2013 and 2011,2012, we did not have any equity derivative agreements.agreements, other than as described in Note 20.7 of our audited consolidated financial statements.
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, 2012,2014, we had various derivative instruments contracts with maturity dates in 2013, 2014 and 2015through 2017, notional amounts of Ps. 2,9712,868 million and a fair value liability of Ps. 200409 million. The results of our commodity price contracts for the years ended December 31, 2014, 2013, and 2012, and 2011, were gainsa loss of Ps. 6291 million, a loss of Ps. 362 million, and a gain of Ps. 2576 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.
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$5.00 per 100 ADSs (or portion thereof) |
(1) | As of the date of this annual report, holders of our ADSs were not required to pay additional fees with respect to this service. |
Direct and indirect payments by the depositary
The depositary pays us an agreed amount, which includes reimbursements for certain expenses we incur in connection with the ADS program. These reimbursable expenses include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADS holders. For the year ended December 31, 2012,2014, this amount was US$ 500,872.79.
ITEMS 13-14. | NOT APPLICABLE |
ITEM 15. | CONTROLS AND PROCEDURES |
(a) Disclosure Controls and Procedures
We have evaluated, with the participation of our chiefprincipal executive officer and chiefprincipal financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2012.2014. 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 chiefprincipal executive officer and chiefprincipal 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.
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, 2012.2014.
Our management’s assessment and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2012 excludes,2014 did not identify any material changes in accordance with applicable guidance provided by the SEC, an assessment of theour internal control over financial reporting of Fomento Queretano, the beverage division of which was acquired by our subsidiary Coca-Cola FEMSA in May 2012. The beverage division of Fomento Queretano represented 0.8%, as of December 31, 2012, of our total and of our net assets, and 1.0% of our revenues and of our net income for the year ended December 31, 2012.reporting.
The effectiveness of our internal control over financial reporting as of December 31, 20122014 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 StockholdersShareholders 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, 2012,2014, 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’sCompany’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 StandardsStandard 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 StandardsStandard 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.
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.
As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Grupo Fomento Queretano, S.A.P.I. de C.V. and its subsidiaries (collectively “Grupo FOQUE”) which was acquired on May 4, 2012, which is included in the 2012 consolidated financial statements of Fomento Económico Mexicano, S.A.B. de C.V. and subsidiaries, and constituted 0.8% of Fomento Economico Mexicano, S.A.B. de C.V.’s total and net assets respectively, as of December 31, 2012 and 1% of revenues and net income respectively, for the year then ended. Our audit of internal control over financial reporting of Fomento Económico Mexicano, S.A.B. de C.V. and subsidiaries, also did not include an evaluation of the internal control over financial reporting of Grupo FOQUE.
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, 2012,2014, 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, 20122014 and 2011, and January 1, 20112013, 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 twothree years in the period ended December 31, 2012,2014 and our report dated April 8, 201321, 2015 expressed an unqualified opinion thereon.
Mancera, S.C.
A member practice of
Ernst & Young Global Limited
/s/ Agustín Aguilar Laurents
Monterrey, N.L., Mexico
April 8, 201321, 2015
(d) Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during 20122014 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 chiefprincipal executive officer, chiefprincipal financial officer, chiefprincipal 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 chiefprincipal executive officer, chiefprincipal financial officer, chiefprincipal 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.
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Audit and Non-Audit Fees
For the fiscal years ended December 31, 20122014, 2013 and 2011,2012, 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 20122014, 2013 and 20112012 by Mancera, S.C., which is an independent registered public accounting firm, during the fiscal years ended December 31, 20122014, 2013 and 2011:2012:
Year ended December 31, | ||||||||
2012 | 2011 | |||||||
(in millions of Mexican pesos) | ||||||||
Audit fees | Ps. 88 | Ps. 83 | ||||||
Audit-related fees | 5 | 10 | ||||||
Tax fees | 9 | 8 | ||||||
Other fees | 5 | — | ||||||
Total | Ps. 107 | Ps. 101 |
Audit fees Audit-related fees Tax fees Other fees Total Year ended December 31, 2014 2013 2012 (in millions of Mexican pesos) Ps. 101 Ps. 101 Ps. 88 3 10 5 15 12 9 5 6 5 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 for 2012 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 for the year ended December 31, 2012, includesinclude mainly fees billed for due diligence services. For the year ended December 31, 2011, there were no other fees.
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.
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 2012.2014. 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––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 | ||||||||||||
| — | — | ||||||||||||||
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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 theCódigo 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.
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 |
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| |
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. |
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 | |
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-144,F-174, incorporated herein by reference.
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., | |
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., | |
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 onForm F-6 filed on April 30, 2007 (File No. | |
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 | |
2.4 | First Supplemental Indenture dated as of February 5, 2010 among Coca-Cola FEMSA | |
2.5 | Second Supplemental Indenture dated as of April 1, 2011 among Coca-Cola FEMSA, | |
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 toCoca-Cola FEMSA’s Registration Statement on Form F-3 filed on November 8, 2013 (File No.333-187275)). |
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)). |
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)). |
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 | |
8.1 | Significant Subsidiaries. | |
12.1 | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April | |
12.2 | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April | |
13.1 | Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April | |
23.1 | Consent of Mancera, S.C. | |
23.2 | Consent of KPMG Accountants N.V. |
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 8, 201321, 2015
Fomento Económico Mexicano, S.A.B. de C.V. | ||
By: | /s/ | |
Chief Financial and |
FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES
MONTERREY, N.L., MÉXICO
Audited consolidated financial statements of Fomento Económico Mexicano, S.A.B. de C.V.
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, 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, 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, Mancera, S.C. A member practice of Ernst & Young Global Limited /s/ Agustin Aguilar Laurents Monterrey, April FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., Consolidated Statements of Financial Position As of December 31, Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)
The accompanying notes are an integral part of these consolidated statements of financial position. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., Consolidated Income Statements For the years ended December 31, Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.), except per share
The accompanying notes are an integral part of these consolidated income statements. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., Consolidated Statements of Comprehensive Income For the years ended December 31, Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)
The accompanying notes are an integral part of these consolidated statements of comprehensive income. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., Consolidated Statements of Changes in Equity For the years ended December 31, Amounts expressed in millions of Mexican pesos (Ps.)
The accompanying notes are an integral part of these consolidated statements of changes in equity. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., Consolidated Statements of Cash Flows For the years ended December 31, Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)
The accompanying notes are an integral part of these consolidated statements of cash flow. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., Notes to the Consolidated Financial Statements As of December 31, Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.)
Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”) is a Mexican holding company. The principal activities of FEMSA and its subsidiaries (the “Company”), as an economic unit, are carried out by operating subsidiaries and companies under direct and indirect holding company subsidiaries (the “Subholding Companies”) of FEMSA. The following is a description of the activities of the Company as of the date of the issuance of these consolidated financial statements, together with the ownership interest in each Subholding Company:
2.1 Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s
2.2 Basis of measurement and presentation The consolidated financial statements have been prepared on the historical cost basis, except for the following:
Available-for-sale investments.
Derivative financial instruments.
Long-term notes payable on which fair value hedge accounting is applied.
Trust assets of post-employment and other long-term employee benefit plans. The financial statements of subsidiaries whose functional currency is the currency of a hyperinflationary economy are stated in terms of the measuring unit current at the end of the reporting period. 2.2.1 Presentation of consolidated income statement The Company classifies its costs and expenses by function in the consolidated income 2.2.2 Presentation of consolidated statements of cash flows The 2.2.3 Convenience translation to U.S. dollars ($) 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, 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. 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 The Company assesses at each reporting date whether there is an indication that 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 2.3.1.3 Post-employment and other long-term employee benefits The Company 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. 2.3.1.5 Tax, labor and legal contingencies and provisions The Company is subject to various claims and contingencies 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, 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:
Management’s 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 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 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
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 In addition, the Company evaluates
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:
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. 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:
Annual Improvements 2010-2012 Cycle Annual Improvements 2011-2013 Cycle
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 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 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. When the Company has less than a majority of the 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
Consolidated net income When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies Company’s accounting policies. All intercompany
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
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.
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 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. 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 3.3 Foreign currencies, In Exchange differences on monetary items are recognized in
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
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
For
Country or Zone Guatemala Costa Rica Panama Colombia Nicaragua Argentina Venezuela Brazil Euro Zone Philippines 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. As of
As of December 31, 2014, the official exchange rate 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. 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 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 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 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 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. 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
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. The Company restates the financial information of 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 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: When a financial asset The fair value of an asset or The Company’s financial assets include cash, 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 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). 3.6.2.1Available-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. 3.6.2.2Held-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, 3.6.4 Other financial assets Other financial assets 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, 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 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 No impairment was recognized for the years ended December 31, 2014 and
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
The rights to receive cash flows from the financial asset have
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
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 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 3.7.1 Hedge accounting The Company designates certain hedging instruments, which include derivatives 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 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 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
For fair value hedges relating to
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. 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.
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 Cost of goods sold is based on average cost of the inventories at the time of sale. 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 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.
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
Coca-Cola FEMSA has agreements with customers for the right to sell and promote
3.11.1 Investments in associates Associates are those entities Investments in associates 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 Profits and losses resulting from ‘upstream’ and ‘downstream’ transactions between the Company (including its consolidated subsidiaries) and an associate are When the Company’s share of losses exceeds the carrying amount of the associate, Goodwill identified at the acquisition date is presented as part of the investment in shares of the associate 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.
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 estimated useful lives of the Company’s principal assets are as follows:
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 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
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;
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.
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 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
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.
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.
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 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,
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. 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.
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.
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.
Initial recognition and 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 The Company financial liabilities include trade and other payables, loans and borrowings, and derivative financial instruments, see Note Subsequent The measurement of financial liabilities depends on their classification as described
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
A financial liability is
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. 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.
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, 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:
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 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.
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.
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
Interest income Revenue arising from the use by others of entity assets yielding interest is
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.
Administrative expenses include labor costs (salaries and other benefits, including employee profit sharing Selling expenses include:
Distribution: labor costs (salaries and other related benefits), outbound freight costs, warehousing costs of finished products,
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.
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.
Income taxes are recorded in the results of the year they are incurred.
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 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 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
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
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.
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
4.1 Mergers and The Company 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 reinforceCoca-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:
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:
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:
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. Selected income statement information of Companhia Fluminense for the period from the acquisition date through December 31, 2013 is as follows:
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:
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:
4.1.4 Merger with Grupo Fomento Queretano On May 4, 2012, Coca-Cola FEMSA completed the merger of 100% of Grupo Fomento The fair value of the Grupo Fomento Queretano’s net assets acquired is as follows:
Selected income statement information of Grupo Fomento Queretano for the period from
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
Below are pro-forma 2012 results as if Grupo Fomento Queretano was acquired on January 1, 2012:
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,
For the purposes of the statement of cash flows, cash includes cash on hand and in banks and cash equivalents, which
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
As of December 31,
For the years ended December 31,
7.1 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, Aging of past due but not impaired (days outstanding)
7.2
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. Aging of impaired trade receivables (days outstanding)
7.3 Payments from The Coca-Cola Company The Coca-Cola Company participates in certain advertising and promotional programs as well as in the
For the years ended at 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:
9.1 Other
Prepaid expenses as of December 31,
Advertising and 9.2 Other
The Company has pledged part of its short-term deposits in order to fulfill the collateral requirements for
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:
As mentioned in Note 4, on May 24, 2013 and May 4, 2012, During
During 2014 and
On From the date of the investment acquisition through December 31, 2014, the results of CCFPI have been recognized by Coca-Cola FEMSA using the 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. Summarized financial information in respect of the associate Heineken accounted for under the equity method is set out below.
Reconciliation from the equity of the associate Heineken to the investment of the Company.
As of December 31, During the years ended December 31, Summarized financial information in respect of the interests in individually immaterial of Coca-Cola
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.
The Company’s share of other comprehensive income
During the years ended December 31, For the years ended December 31,
During the years ended December 31, For the
The average remaining period for the Company’s intangible assets that are subject to amortization is as follows:
Coca-Cola FEMSA 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:
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 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. 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 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 The
The key assumptions by CGU for impairment test as of December 31, 2013 were as follows:
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
13.1 Other assets, net
13.2 Other financial assets
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.
Balances and transactions between the Company and its subsidiaries The consolidated statements of financial
Balances due from related parties are considered to be recoverable. Accordingly, for the years ended December 31, Transactions Income: Services to Heineken Company (1) Logistic services to Grupo Industrial Saltillo, S.A. de C.V. (4) Sales of Grupo Inmobiliario San Agustin, S.A. shares to Instituto Tecnologico y de Estudios Superiores de Monterrey, A.C. (4) Logistic services to Jugos del Valle (1) Other revenues from related parties Expenses: Purchase of concentrate from The Coca-Cola Company (3) Purchases of raw material, beer and operating expenses from Heineken Company (1) Purchase of coffee from Caffenio (1) Purchase of baked goods and snacks from Grupo Bimbo, S.A.B. de C.V. (4) Purchase of cigarettes from British American Tobacco Mexico (4) Advertisement expense paid to The Coca-Cola Company (3)(5) Purchase of juices from Jugos del Valle, S.A.P.I. de C.V. (1) Interest expense and fees paid to BBVA Bancomer, S.A. de C.V. (4) Purchase of sugar from Beta San Miguel (4) Purchase of sugar, cans and aluminum lids from Promotora Mexicana de Embotelladores, S.A. de C.V. (4) Purchase of canned products from IEQSA (1) Advertising paid to Grupo Televisa, S.A.B. (4) Interest expense paid to Grupo Financiero Banamex, S.A. de C.V. (4) Insurance premiums for policies with Grupo Nacional Provincial, S.A.B. (4) Donations to Instituto Tecnológico y de Estudios Superiores de Monterrey, A.C. (4) Donations to Fundación FEMSA, A.C. (4) Purchase of plastic bottles from Embotelladora del Atlántico, S.A. (formerly Complejo Industrial Pet, S.A.) (4) Purchase of juice and milk powder from Grupo Estrella Azul (2) Donations to Difusión y Fomento Cultural, A.C. (4) Interest expense paid to The Coca-Cola Company (3) Other expenses with related parties
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
The benefits and aggregate compensation paid to executive officers and senior management of the Company were as follows:
Short-term employee benefits paid Postemployment benefits Termination benefits Share based payments
Assets, liabilities and transactions denominated in foreign currencies are those realized in a currency different than the functional currency of
Mexican peso exchange rates
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 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
Measurement date December:
Measurement date December:
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):
Measurement date December:
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 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:
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