##### Table of Contents

**As filed with the Securities and Exchange Commission on March 14, 2013.**

 

 

 

**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 endedDecember 31, 2012**

**Commission file number 1-12260**

 

**
 
**

**Coca-Cola FEMSA, S.A.B. de C.V.**

**(Exact name of registrant as specified in its charter)**

 

**
 
**

**Not Applicable**

**(Translation of registrant’s name into English)**

**United Mexican States**

**(Jurisdiction of incorporation or organization)**

**Calle Mario PaniNo. 100,**

**Santa Fe Cuajimalpa,**

**05348, México, D.F., México**

**(Address of principalexecutive offices)**

**José Castro**

**Calle Mario Pani No. 100**

**Santa Fe Cuajimalpa**

**05348 México, D.F., México**

**(52-55) 1519-5120/5121**

**krelations@kof.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: 

 

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

None 

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

None 

 

**
 
**

**The number of outstanding shares of each class of capital or common stock as of December 31, 2012 was:**

 

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

 

**If this report is an annual or transitionreport, 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.**

 

**Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, 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 andpost such files). N/A**

 

**Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13or 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.**

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

 

 

Table of Contents
**TABLE OF CONTENTS**

 
      Page   Introduction   2  Item 1.  Identity of Directors, Senior Management and Advisers   2  Item 2.  Offer Statistics and Expected Timetable   3  Item 3.  Key Information   3    Selected Consolidated Financial Data   3    Dividends and Dividend Policy   6    Exchange Rate Information   7    Risk Factors   8  Item 4.  Information on the Company   16    The Company   16    Regulation   34    Bottler Agreements   40    Description of Property, Plant and Equipment   42    Significant Subsidiaries   44  Item 4A.  Unresolved Staff Comments   45  Item 5.  Operating and Financial Review and Prospects   45  Item 6.  Directors, Senior Management and Employees   61  Item 7.  Major Shareholders and Related Party Transactions   76    Major Shareholders   76    Related Party Transactions   80  Item 8.  Financial Information   83    Consolidated Statements and Other Financial Information   83    Legal Proceedings   84  Item 9.  The Offer and Listing   86    Trading on the Mexican Stock Exchange   87  Item 10.  ****Additional Information****   88    Bylaws   88    Material Agreements   96    Taxation   97    Documents on Display   99  Item 11.  Quantitative and Qualitative Disclosures about Market Risk   100  Item 12.  ****Description of Securities Other than Equity Securities********   104  Item 12.A.  Debt Securities   104  Item 12.B.  Warrants and Rights   104  Item 12.C.  Other Securities   104  Item 12.D.  American Depositary Shares   104  Item 13.  Defaults, Dividend Arrearages and Deliquencies   104  Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds   105  Item 15.  Controls and Procedures   105  Item 16A.  Audit Committee Financial Expert   107  Item 16B.  Code of Ethics   107  Item 16C.  Principal Accountant Fees and Services   107  Item 16D.  Exemptions from the Listing Standards for Audit Committees   108  Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers   108  Item 16F.  Change in Registrant’s Certifying Accountant   108  Item 16G.  Corporate Governance   109  Item 16H.  Mine Safety Disclosure   110  Item 17.  Financial Statements   110  Item 18.  Financial Statements   110  Item 19.  Exhibits   111  
 
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Table of Contents
**INTRODUCTION**

**References**

Unless thecontext otherwise requires, the terms “Coca-Cola FEMSA,” “our company,” “we,” “us” and “our” are used in this annual report to refer to Coca-Cola FEMSA, S.A.B. de C.V. and its subsidiaries on aconsolidated basis. 

References herein to “U.S. dollars,” “US$,” “dollars” or “$” areto the lawful currency of the United States of America. References herein to “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. 

“Sparkling beverages” as used in this annual report refers to non-alcoholic carbonated beverages. “Still beverages” refers to non-alcoholic non-carbonated beverages. Non-flavoredwaters, whether or not carbonated, are referred to as “waters.” 

References to *Coca-Cola* trademark beveragesin this annual report refer to products described in **“Item 4. Information on the Company—The Company—Our Products.”**

**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 asrepresentations 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 atan exchange rate of Ps.12.96 to US$ 1.00, the exchange rate for Mexican pesos on December 31, 2012, the last day in 2012 for which information is available, according to the U.S. Federal Reserve Board. On March 8, 2013, this exchange ratewas Ps. 12.65 to US$ 1.00. **See “Item 3. Key Information—Exchange Rate Information”** for information regarding exchange rates since January 1, 2008. 

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

**Sources**

Certaininformation contained in this annual report has been computed based upon statistics prepared by the *Instituto Nacional de Estadística y Geografía*of Mexico (the National Institute of Statistics and Geography), the FederalReserve Bank of New York, the U.S. Federal Reserve Board, the *Banco de México* (the Central Bank of Mexico), the *Comisión Nacional Bancaria y de Valores*of Mexico (the National Banking and Securities Commission, or theCNBV), local entities in each country and upon our estimates. 

**Forward-Looking Information**

This annual report contains words such as “believe,” “expect,” “anticipate” and similar expressions thatidentify 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 factorsthat may be beyond our control, including, but not limited to, effects on our company from changes in our relationship with The Coca-Cola Company, movements in the prices of raw materials, competition, significant developments in economic orpolitical conditions in Latin America 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. 

**Item 1. Identity of Directors, Senior Management and Advisers**

Not applicable. 

 
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Table of Contents
**Item 2. Offer Statistics and Expected Timetable**

Not applicable. 

**Item 3. Key Information**

**SELECTED CONSOLIDATED FINANCIAL DATA**

We prepared our consolidated financial statements included in this annual report in accordance with International Financial ReportingStandards, as issued by the International Accounting Standards Board (“IASB”), referred to herein as “IFRS.” Our date of transition to IFRS was January 1, 2011. These consolidated annual financial statements are our firstfinancial 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 financialstatements 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, 2011and 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, consolidated statements ofchanges in equity and consolidated statements of 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. Theconsolidated 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 withMexican FRS. 

Pursuant to IFRS, the information presented in this annual report presents financial information for 2012 and2011 in nominal terms that has been presented in Mexican pesos, taking into account local inflation of each hyperinflationary economic environment and converting from local currency to Mexican pesos using the official exchange rate at the end of theperiod published by the local central bank of each country categorized as an hyperinflationary economic environment. For each non-hyperinflationary economic environment, local currency is converted to Mexican pesos using the year-end exchange ratefor assets and liabilities, the historical exchange rate for equity and the average exchange rate for the income statement. 

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

Except when specifically indicated, information in the annual report on Form 20-F is presented as of December 31, 2012 and does notgive effect to acquisitions subsequent to that date. 

The following table presents selected financial information of ourcompany. 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 ispresented 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 consolidated financial statements for our significant accounting policies. 

 
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Table of Contents   **Year Ended December 31,**    **2012(1) (2)**  **2012(2)**  **2011(3)**    **(in millions of Mexican pesos or millions of**