COCA-COLA FEMSA SAB DE CV As filed with the Securities and Exchange Commission on April 12, 2019.
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, 2018
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 Pani No. 100,
Santa Fe Cuajimalpa, Cuajimalpa de Morelos,
05348, Ciudad de México, México
(Address of principal executive offices)
Maria Dyla Castro Varela Calle Mario Pani No. 100, Santa Fe Cuajimalpa, Cuajimalpa de Morelos,
05348 Ciudad de México, México
(52-55)1519-5121
kofmxinves@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:
Title of Each Class | Name of Each Exchange on Which Registered | ||||
American Depositary Shares, each representing 10 units | New York Stock Exchange, Inc. | ||||
Units, each consisting of 3 Series B shares and 5 Series L shares, without | New York Stock Exchange, Inc. | ||||
par value | (not for trading, for listing purposes only) | ||||
Series L shares, without par value | New York Stock Exchange, Inc. | ||||
(not for trading, for listing purposes only) | |||||
Series B shares, without par value | New York Stock Exchange, Inc. | ||||
(not for trading, for listing purposes only) | |||||
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
The number of outstanding shares of each class of capital or common stock as of December 31, 2018 was:
992,078,519 Series A shares, without par value
583,545,678 Series D shares, without par value
525,208,065 Series L shares, without par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | IFRS ☒ | 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 |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
TABLE OF CONTENTS | |
INTRODUCTION | 1 |
Item 1. Identity of Directors, Senior Management and Advisers | 1 |
Item 2. Offer Statistics and Expected Timetable | 2 |
Item 3. Key Information | 3 |
Selected Consolidated Financial Data | 3 |
Dividends and Dividend Policy | 7 |
Risk Factors | 8 |
Item 4. Information on the Company | 15 |
The Company | 15 |
Regulation | 27 |
Bottler Agreements | 33 |
Description of Property, Plant and Equipment | 36 |
Item 4.A. Unresolved Staff Comments | 37 |
Item 5. Operating and Financial Review and Prospects | 38 |
Item 6. Directors, Senior Management and Employees | 56 |
Item 7. Major Shareholders and Related Party Transactions | 69 |
Major Shareholders | 69 |
Related Party Transactions | 73 |
Item 8. Financial Information | 75 |
Consolidated Statements and Other Financial Information | 75 |
Legal Proceedings | 75 |
Item 9. The Offer and Listing | 76 |
Trading on The Bolsa Mexicana de Valores, S.A.B. de C.V. and Bolsa Institucional de Valores, S.A. de C.V. | 77 |
Item 10. Additional Information | 78 |
Bylaws | 78 |
Material Agreements | 85 |
Taxation | 86 |
Documents On Display | 89 |
Item 11. Quantitative and Qualitative Disclosures about Market Risk | 90 |
-i- |
Item 12. Description of Securities Other than Equity Securities | 93 |
Item 12.A. Debt Securities | 93 |
Item 12.B. Warrants and Rights | 93 |
Item 12.C. Other Securities | 93 |
Item 12.D. American Depositary Shares | 93 |
Item 13. Defaults, Dividend Arrearages and Delinquencies. | 94 |
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. | 94 |
Item 15. Controls and Procedures | 94 |
Item 16.A. Audit Committee Financial Expert | 96 |
Item 16.B. Code of Ethics | 96 |
Item 16.C. Principal Accountant Fees and Services | 96 |
Item 16.D. Exemptions from the Listing Standards for Audit Committees | 97 |
Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 97 |
Item 16.F. Change in Registrant's Certifying Accountant | 97 |
Item 16.G. Corporate Governance | 97 |
Item 16.H. Mine Safety Disclosure | 100 |
Item 17. Financial Statements | 100 |
Item 18. Financial Statements | 100 |
Item 19. Exhibits | 100 |
-ii- |
INTRODUCTION
References
Unless the context 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 a consolidated basis.
References herein to "U.S. dollar," "US$," "dollar" or "$" are to the lawful currency of the United States of America. References herein to "Mexican pesos" or "Ps." are to the lawful currency of the United Mexican States, or Mexico.
As used in this annual report:
"Central America" refers to Guatemala, Nicaragua, Costa Rica and Panama.
"South America" refers to Argentina, Brazil, Colombia and Uruguay.
"sparkling beverages" refers to non-alcoholic carbonated beverages.
"still beverages" refers to non-alcoholicnon-carbonated beverages.
"waters" refers to flavored and non-flavored waters, whether or not carbonated.
References to Coca-Cola trademark beverages in 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 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.19.64 to US$1.00, the exchange rate for Mexican pesos on December 31, 2018, according to the U.S. Federal Reserve Board. On April 5, 2019, this exchange rate was Ps.19.07 to US$1.00.
To the extent that estimates are contained in this annual report, we believe 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.
Sources
Certain information contained in this annual report has been computed based upon statistics prepared by the Mexican National Institute of
Statistics and Geography (Instituto Nacional de Estadística y Geografía, or INEGI), the Federal Reserve Bank of New York, the U.S. Federal Reserve Board, the Mexican Central Bank (Banco de México), the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or the CNBV), local entities in each country where we operate and upon our estimates.
Forward-Looking Information
This annual report contains words such as "believe," "expect," "anticipate" and similar expressions that identify forward-looking statements. Use of these words reflects our views of 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 The Coca-Cola Company, fluctuation in the prices of raw materials, competition, significant developments in economic or political conditions in Mexico, Central and South America, including changes in currency exchange and interest rates, our ability to successfully integrate mergers and acquisitions, 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.
1
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Coca-Cola FEMSA SAB de CV published this content on 15 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 April 2019 15:32:02 UTC
