Fomento Economico Mexicano S.A.B. de C.V.
Annual Report 2014

Plain-text annual report

annual report 2014 Rising to the occasion 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 it participates with FEMSA Comercio, operating various small-format store chains including OXXO, the largest and fastest-growing in the Americas. Additionally, through FEMSA Strategic Businesses, it provides logistics, point-of-sale refrigeration solutions and plastics solutions to FEMSA’s business units and third-party clients. 1 At FEMSA, our team continues to rise to the occasion, overcoming a challenging market environment to meet— and exceed—the evolving needs of our consumers each and every day. Building on our strengths, we work to transform challenges into opportunities, pursue new avenues for growth, and convert complexity into profitability. We further foster our company’s sustainable growth and development, creating economic, social, and environmental value for our stakeholders now and into the future. 2 Consumer Focus At FEMSA, we fine-tune our focus and leverage our strengths to pursue our ultimate goal: to create a perfect experience for each of our consumers on every occasion. To this end, we tirelessly strive to get closer to our consumers, understand and anticipate their evolving needs, and tailor our value proposition to exceed their expectations. 3 +2,500 products and services for our OXXO shoppers. What can we offer you? Coca-Cola Life a low-calorie alternative sweetened with natural ingredients. OXXO’s Bitz snacks, candy, and baked goods satisfy our consumers’ cravings any time of day. 4 3.4 billion unit cases of refreshing beverages sold this year. Enjoy a Coke and a smile! 1,132 new OXXO stores opened across Mexico and Colombia. Growing to serve you! Sprite Zero and Fanta Zero complement our growing portfolio of affordable, zero-calorie sparkling beverages. 5 Constant Growth Growth is an essential element of our DNA. We constantly scan the horizon for occasions that afford us the opportunity to enhance our offerings and expand our opportunities for value creation to an ever-wider array of consumers. We are persistent in our search and unwavering in our effort to achieve sustainable growth—capitalizing on our core capabilities. 6 Profitable Complexity When you continually strive to meet the ever-changing needs of millions of consumers across multiple countries with diverse economies and cultures, complexity is the name of the game. Fortunately, our skilled team relentlessly rises to the challenge, profitably transforming complexity into opportunity for our company today and tomorrow. 7 +3.4 billion transactions carried out at OXXO during 2014. We keep on going! +90 new small-box drugstores opened to cater to Mexican consumers. 351 million beverage consumers served across 10 different countries every day. No problem! 8 26,500 development agendas managed to support employees’ performance. Our people are our most valuable asset! +88,100 employees received training at FEMSA University last year. Fostering a talent culture! 4.3 million hours of classroom instruction delivered across our Business Units. Developing personally and professionally! 9 Talent Management For this reason, we are dedicated to recruiting, encouraging and retaining the best talent for our business through our Comprehensive Talent Management model, we foster the professional and personal growth of our people, developing the capabilities necessary for them to reach their maximum potential, while contributing to the achievement of our near-and long-term goals. 10 Rising to the Occasion Dear Shareholders In 2014, we successfully navigated a tough operating environment. Throughout the year, we leveraged our core businesses’ strengths to satisfy our consumers’ needs, generated new avenues for growth, and profitably converted complexity into opportunity. Furthermore, through our 20% economic interest in Heineken, we remained positioned to benefit from the promising long-term prospects of the global brewing space. José Antonio Fernández Carbajal Executive Chairman of the Board (left) Carlos Salazar Lomelín Chief Executive Officer (right) femsa annual report 2014 11 70 million transactions Consumer transactions generated daily across Coca-Cola FEMSA’s franchise territories. Our company overcame significant headwinds this year as we effectively managed extremely chal- lenging consumer dynamics. In our key Mexican market, the soft macroeconomic situation, mag- nified by structural reforms, increased taxation, excise tax-driven price increases on most soft drinks and calorie-dense products, and higher VAT rates in northern and southern border states, com- pounded a sluggish consumer environment for our retail and beverage businesses. Moreover, adverse foreign exchange dynamics in our major South American markets, combined with decelerating GDP growth in Brazil, a weak economy in Argentina, and a demanding operating landscape in Venezuela, affected consumer confidence across the region. In light of these and other challenges, we gener- ated better than expected results for our share- holders thanks to our robust business platform, talented team of people, and operations’ ability to adapt to new market realities. For 2014, our total revenues increased 2.1% to Ps. 263.4 billion (US$ 17.9 billion). Our income from operations increased 0.4% to Ps. 30.0 billion (US$ 2.0 billion). Our net income increased 2.1% to Ps. 22.6 billion (US$ 1.5 billion), and our earnings per unit were Ps. 4.67 (US$ 3.16 per ADR). Now that the new taxes and related price increases are reflected in our retail and beverage businesses’ base, as we look forward, we are optimistic about our ability to succeed throughout ever-evolving operating conditions. Now, let us briefly review some of the year’s high- lights for each of our businesses. Coca-Cola FEMSA Coca-Cola FEMSA surmounted a complex environ- ment, particularly in Mexico and Brazil, to deliver volume growth and profitable results across our markets. In Mexico, our operations acted swiftly to protect our profitability and cash flow gen- eration, proactively implementing portfolio and revenue management initiatives. To address the impact of new taxes, our operations’ emphasized returnable, low-calorie, and single-serve sparkling beverages—coupled with packaging and brand innovation—to enable us to connect more closely with our consumers’ needs, generating more than 9 billion transactions, while outpacing our volume performance for the year. Additionally, we restruc- tured our operations, reducing costs and expenses, while scaling back investments. These initiatives, combined with our relentless focus on market- place execution and operating efficiency, set us on the right path to achieve operating cash flow and margin expansion for the year. Despite a difficult environment, we integrated the operations of Companhia Fluminense and Spaipa, solidifying our position as Brazil’s leading Coca-Cola bottler. Thanks to our team’s efforts, we are rapidly capturing the expected synergies, which total ap- proxiamtely US$ 52 million. We also made strategic capital investments across the supply chain to keep up with potential demand. In November, we began operations at our new state-of-the-art bottling plant in Itabirito, Brazil, with an annual capacity of approximately 200 million unit cases. Built to LEED certification standards, this efficient, eco-friendly facility enhances our position to cap- ture the benefits of this dynamic market’s great long-term prospects. Coca-Cola FEMSA further embarked on an intensive strategic, organizational, and operating transfor- mation process to create a leaner, nimbler, and more flexible organization with the requisite capa- bilities to drive our competitiveness and prepare for the next wave of growth. Among our actions, we established centers of excellence, focused on our supply chain, commercial, and IT innovation areas. We commenced streamlining and de-lay- ering our organization to foster a tighter, leaner, more agile management that will enable greater efficiency and bring us closer to our customers. We rose to the occasion, creating economic, social, and environmental value for our stakeholders. 2.8 million points of sale to quench our consumers’ thirst. How refreshing! 12 We are also reinforcing our talent management to develop a deep bench of professionals who can address growing market and industry complexity, while furthering our strategic vision. FEMSA Comercio FEMSA Comercio effectively managed soft consum- er dynamics to produce resilient, positive results for 2014, including top- and bottom-line growth, a 50 basis point gross margin expansion, and comparable same-store sales growth that outperformed our industry. We also continued our long-term strategy to solidify OXXO’s leadership position as Mexico’s unique national modern small-format store chain. In 2014, we successfully opened a record 1,132 new OXXO stores for a total of 12,853 stores—serving more than 9 million shoppers daily. Beyond OXXO, we strengthened our position in the complementary drugstore sector, further develop- ing an important new avenue for growth. Building on our 2013 acquisitions of Farmacias YZA and Farmacias FM Moderna, we leveraged our in-depth understanding of our consumers and expertise operating a national small-box retail chain to enhance the value proposition of our base of 515 drugstores, while opening more than 90 new drug- stores over the course of the year. Additionally, in December 2014, we agreed to ac- quire Farmacias Farmacón, an important drugstore operator with over 200 stores in northwestern Mexico. Through this transaction, we take an addi- tional step in our strategy to play a relevant role in an attractive, still-fragmented industry, where we aspire to replicate the success of our small-box retail format. Furthermore, we made great strides in the inte- gration of recently acquired Doña Tota, a leading quick-service restaurant operator with more than 200 outlets in Mexico and the U.S. Consequently, we are now well positioned to gradually increase the pace of growth of this business in the coming year. Strategic Businesses We also advanced our strategy to focus and strengthen our Strategic Businesses’ operations, which provide significant support to our core businesses and also present attractive growth potential. To this end, we worked to consolidate femsa annual report 2014 13 Imbera as the leader in the design and production of state-of-the-art refrigeration solutions for retail ap- plications, spearheading innovation and achieving the highest efficiency ratings in the Americas. At FEMSA Logística, we made progress with its operational re- structuring, positioning it to drive growth organically and through selective acquisitions. In this regard, we continued to foster Logistica’s transformation into an integrated logistics provider by deploying resources to increase our operational capabilities in key markets such as Brazil. World-class operations in their own right, these businesses will continue to contribute to the growth and success of our compa- ny going forward. Sustainable Development Sustainability is integral to our company’s develop- ment. Consistent with our commitment to ensure that renewable sources of energy eventually Underscoring our commitment to sustainability, Coca-Cola FEMSA was once again selected as one of only 86 corporations chosen from emerging mar- kets and one of only four Mexico-based companies included in the Dow Jones Sustainability Emerging Markets Index. Importantly, Coca-Cola FEMSA was the first Mexican company that was included in RobecoSAM’s Sustainability Yearbook and also received this prestigious institution’s Industry Mover Sustainability Award. Management Changes As previously announced, we recently initiated certain executive changes that will not only enable us to properly manage the transition processes for certain key responsibilities, but also reinforce our management team to transcend current and future challenges, continue our growth trajectory, and build an ever better, more global business. After nine years as Vice President of Corporate Development and 25 years working at FEMSA, Federico Reyes García has decided to retire as of April 1, 2015. Javier Astaburuaga Sanjines, current- ly FEMSA’s Chief Financial and Corporate Officer, will replace Federico as Vice President of Corpo- rate Development. In that position, Javier will con- tinue to support FEMSA’s Strategic and Mergers & Acquisitions processes. We also warmly welcome Daniel Rodríguez Cofré, who joined FEMSA on January 1, 2015, and will take Javier’s place as Chief Financial and Corporate Officer on April 1, 2015. Born in Chile, Daniel enjoys considerable international financial experience in Latin America and Europe; first as CFO of Shell in South America and later as Global CFO of one of Shell’s European based operating divisions. For the past six years, Daniel has served as the CEO of CENCOSUD, a major Chilean retail consortium. Looking forward, we envision an immensely rewarding future for our company, driven by our passionate team of managers and employees. On behalf of these 216,000 dedicated men and wom- en, we thank you for your continued support. The very reason for our existence is to create econom- ic, social, and environmental value for our stake- holders—including our employees, our consumers, our shareholders, and the enterprises and institu- tions within our society—now and into the future. | José Antonio Fernández Carbajal Executive Chairman of the Board Carlos Salazar Lomelín Chief Executive Officer cover a high percentage of our electricity needs, we executed two important power purchase agreements that will enable us to fulfill more than 25% of FEMSA’s current annual electricity requirements in Mexico. Through these agree- ments, we have secured 193,000 megawatt (MW) hours of electricity per year from the 100-MW Dominica II wind farm in San Luis Poto- si, Mexico, and 350,000 MW hours of electricity per year from the 126-MW Ventika II wind farm in Nuevo León, Mexico. With the power generat- ed from these wind farms, which are expected to come online in the third quarter of 2015 and the first quarter of 2016, respectively, we will lower the consumption of fossil fuels, reduce our energy costs, and decrease our overall carbon footprint. 14 In Memoriam If we are fortunate in our lives, we are privileged to know a very few great and fascinating leaders. Donald R. Keough was one of them. Donald R. Keough (September 4, 1926 – February 24, 2015) femsa annual report 2014 15 The Coca-Cola Company, FEMSA and Coca-Cola FEMSA Members of the Board of Directors and Top Management, October 2011. Donald R. Keough stands in the first row from left to right with Muhtar Kent, José Antonio Fernández Carbajal, and Eva Garza Lagüera de Fernández. At FEMSA, we appreciate the character and the values of those leaders, and strive to carry their values beyond the workplace and into our broader lives. We recognize the admirable way Don Keough lived his life as a great man, a talented business leader, and a dedicated philantropist for many educational and charitable causes. Don will certainly be remembered for his many business and personal accomplishments in challenging times. He was a key figure in the history and growth of iconic institutions such as The Coca-Cola Company, Allen & Company, and the University of Notre Dame. Donald R. Keough was a dear friend and cherished mentor to so many. He truly believed that people are at the heart of successful companies. His legacy includes a new leadership model; unmatched operating skills; an expansive vision; and, above all, a deep commitment to developing people who possess the potential to positively transform our world. Don had high regards for Coca-Cola FEMSA, where he contributed his passion, talent, visionary leadership, and counsel to help build the company that it is today. We will always remember and be thankful for his devotion to our company. His impact will be forever present in our shared committment to create economic, social, and environmental value for our stakeholders and communities. “In admiration and affection for a man whom it was a privilege and an inspiration to have known, we will miss Don Keough´s sharp wit and generous spirit.” José Antonio Fernández Carbajal Executive Chairman of the Board 16 Financial Highlights Millions of pesos Total Revenues 2014 1 2014 2013 % Change 2012 % Change 2011 2 17,861 263,449 258,097 2.1% 238,309 8.3% 201,540 Income from Operations 3 2,033 29,983 29,857 0.4% 29,227 2.2% 24,484 Consolidated Net Income 1,534 22,630 22,155 2.1% 28,051 -21.0% 20,901 Controlling Interest 6 1,132 16,701 15,922 4.9% 20,707 -23.1% 15,332 Non-Controlling Interest 402 5,929 6,233 -4.9% 7,344 -15.1% 5,569 Total Assets Total Liabilities Total Equity 25,503 376,173 359,192 4.7% 295,942 21.4% 263,362 9,902 146,051 136,642 6.9% 85,781 59.3% 71,191 15,601 230,122 222,550 3.4% 210,161 5.9% 192,171 Capital Expenditures 1,231 18,163 17,882 1.6% 15,560 14.9% 12,609 Controlling Interest Book Value per Share 4 0.65 9.53 8.91 7.0% 8.68 2.7% 8.06 Net Controlling Interest Income per Share 4 0.06 0.93 0.89 4.9% 1.16 -23.1% 0.86 Headcount 5 216,740 209,232 3.6% 182,260 14.8% 168,370 1 U.S. dollar figures are converted from Mexican pesos using the noon-buying rate published by U.S. Federal Reserve Board, which was Ps. 14.7500 per US$1.00 as of December 31, 2014. 2 2011 figures were restated for comparison with 2014, 2013 and 2012 as a result of transition to International Financial Reporting Standards (IFRS). 3 Company’s key performance indicator. 4 Data based on outstanding shares of 17,891,131,350. 5 Includes headcount from Coca-Cola FEMSA, FEMSA Comercio and Other Businesses of FEMSA. 6 Represents the net income that is assigned to the controling shareholders of the entity. FEMSA Consolidated 35 Ps. 376,173 54 11 femsa annual report 2014 17 2 7 29 40 Ps. 263,449 Ps. 29,983 53 69 Total Assets millions of Mexican pesos Total Revenues millions of Mexican pesos Income from Operations millions of Mexican pesos Headcount thousands Total Revenues billions of Mexican pesos Income from Operations1 billions of Mexican pesos EBITDA2 billions of Mexican pesos Total Assets billions of Mexican pesos 11 12 13 14 11 12 13 14 11 12 13 14 11 12 13 14 11 12 13 14 . 9 9 6 . 4 3 7 . 9 4 8 . 4 3 8 . 2 3 2 1 . 7 7 4 1 . 0 6 5 1 . 3 7 4 1 . 4 8 1 . 0 2 2 5 . 1 2 . 7 0 2 . 2 3 2 . 9 7 2 . 6 8 2 . 4 8 2 7 . 1 4 1 1 . 6 6 1 . 7 6 1 2 . 4 2 1 2 % annual growth 5.0 15.7 -1.8 % annual growth 19.9 5.6 -5.6% % annual growth % operating margin 19.4 -2.3 -3.3% 14.9 13.7 14.1 % annual growth 20.2 2.4 -0.7% % annual growth 17.2 30.4 -2.0% Headcount thousands Total Revenues billions of Mexican pesos Income from Operations1 billions of Mexican pesos EBITDA2 billions of Mexican pesos Total Assets billions of Mexican pesos 11 12 13 14 11 12 13 14 11 12 13 14 11 12 13 14 11 12 13 14 . 8 3 8 9 . 1 9 . 0 3 0 1 . 7 0 1 1 1 . 4 7 . 4 6 8 . 6 7 9 . 6 9 0 1 5 5 . 8 6 . 9 7 . . 7 8 5 7 . 0 9 . . 5 0 1 8 . 1 1 . 5 6 2 1 . 1 3 . 6 9 3 . 7 3 4 % annual growth 9.7 12.0 7.5 % annual growth 16.6 12.9 12.4 % annual growth % operating margin 22.7 16.6 7.8 8.1 9.8 7.9 % annual growth 19.8 17.3 11.5 % annual growth 17.2 27.4 10.4 A S M E F a l o C - a c o C i o c r e m o C A S M E F l Coca-Cola FEMSA l FEMSA Comercio l Others (Includes other companies and our 20% economic interest in Heineken) 1 Company’s key performance indicator. 2 EBITDA equals Income from Operations plus Depreciation, Amortization and other non-cash items. 18 Operating Overview l Coca-Cola FEMSA l FEMSA Comercio l Coca-Cola FEMSA & FEMSA Comercio Note: Only includes Coca-Cola FEMSA and FEMSA Comercio information. 1. FEMSA owns 47.9%; the remaining 28.1% and 24.0% are owned by The Coca-Cola Company and the investing public, respectively. 2. Includes Guatemala, Nicaragua, Costa Rica and Panama. 3. Includes third-party distributors. 4. Includes brand extensions. 5. Includes private label brands. 6. Clients per year based on the number of daily transactions. 7. Includes third-party headcount. Mexico 1 Headcount Plants Distribution Facilities Distribution Routes 3 Brands 4 Clients 43,015 17 144 3,242 100 849,725 Central America 1, 2 Headcount Plants Distribution Facilities Distribution Routes 3 Brands 4 Clients 6,013 5 32 340 33 105,658 Mexico and Colombia Headcount Stores Distribution Facilities Brands 5 Clients 6 104,564 12,853 16 28 + 3 billion Saldazo, OXXO’s popular co-branded debit card with Banamex and Visa, reached over 1.4 million accounts for the year. 200 million unit cases Is the annual capacity of our new state-of-the-art bottling plant in Itabirito, Brazil; it positions us to capture this market’s long-term demand. femsa annual report 2014 19 Colombia 1 Headcount Plants Distribution Facilities Distribution Routes 3 Brands 4 Clients Venezuela 1 Headcount Plants Distribution Facilities Distribution Routes 3 Brands 4 Clients Brazil 1 Headcount Plants Distribution Facilities Distribution Routes 3 Brands 4 Clients Argentina 1 Headcount Plants Distribution Facilities Distribution Routes 3 Brands 4 Clients 4,991 7 25 947 18 413,200 7,602 4 33 710 14 181,605 18,447 10 37 2,473 49 329,764 2,855 2 4 349 20 71,900 Philippines 1 Headcount 7 Plants Distribution Facilities Brands 4 Clients 14,103 19 54 18 853,242 Our Share a Coke campaign appealed to consumers across Mexico through our more than 300 personalized cans and bottles. 20 Coca-Cola FEMSA A Transformational Year As the complexity and demands of our business grow, we are transforming our company to create a leaner, more agile, and flexible organization with the right capabilities to drive our competitiveness and prepare for the next wave of growth. Through transformative growth and innovation, we ensure our ability to satisfy consumers’ evolving needs, adapt to ever-changing market dynamics, and capitalize on new business opportunities. 10 11 12 13 14 9 9 4 2 , 9 4 6 2 , 6 4 0 3 , 5 0 2 3 , 7 1 4 3 , % annual growth 2.9 6.0 15.0 6.6 Beverage volume million unit cases* * One unit case equals 24 8-ounce bottles. femsa annual report 2014 21 To intensify our consumer connection, we extended our Magic Price Points Strategy throughout our markets. Thanks to this strategy, we expanded the growth of our sparkling beverages across Brazil, Mexico, and Colombia by offering the right product at the Magic Price for our consumers. 22 [case study] “SHARE A COKE” CAMPAIGN IN MEXICO, WE LAUNCHED our successful Share a Coke campaign from July through Octo- ber. This innovative promotion engaged consumers mainly through our per- sonalized 12-ounce cans and 600-ml presentations, sporting more than 300 different names. Through this cam- paign, we generated increased transac- tions throughout our Mexican territories. Profitable Complexity In the face of structural changes and an exception- ally challenging, complex consumer environment, particularly in Mexico and Brazil, our business delivered profitable results across our geographi- cally balanced portfolio of franchise territories for the year. Notably, in Mexico, our operations acted swiftly to protect our profitability and cash flow generation, proactively implementing portfolio and revenue management initiatives. To address the new tax environment, our operations emphasized returnable, low-calorie, and single-serve sparkling beverages—coupled with packaging and brand innovation—to enable us to connect more closely with our consumers’ needs. Additionally, to navi- gate such tough market dynamics, we restructured our operations, reducing costs and expenses while scaling back investments. These initiatives, com- bined with our relentless focus on marketplace execution and the generation of operating efficien- cies, set us on the right path for the year. For 2014, Coca-Cola FEMSA’s total sales volume grew 6.6% to more than 3.4 billion unit cases. Our total revenues were Ps. 147.3 billion, and our income from operations was Ps. 20.7 billion, resulting in an operating income margin expansion of 40 basis points to 14.1%. Consumer Focus Consumer-driven innovation is key to our business strategy. Through transformative innovation, we ensure our ability to serve and satisfy the evolving needs of our more than 351 million consumers across 10 different countries each and every day. Together with our partner The Coca-Cola Company, in 2014, we introduced a number of new products and presentations to address our consumers’ needs more closely. After last year’s kickoff in Buenos Aires, Argentina, we successfully launched Coca-Cola Life across our Mexican operations this year. Sweetened with natural ingredients such as stevia and cane sugar, Coca-Cola Life offers our consumers a reduced calorie alternative for one of the world’s most beloved brands. Rolled out in five different presentations—including our new 235-ml lean can—this refreshing new product not only achieved more than 70% point-of-sale cover- age, but also helped us to gain share and revitalize the Coca-Cola category among our consumers. We also continued to satisfy and stimulate demand among our consumers for our growing portfolio of low-calorie, affordable sparkling beverages. Comple- menting the positive appeal of Coca-Cola Zero, Sprite Zero, and Sidral Mundet Light, we launched Fanta Zero and Fresca Zero throughout Mexico at attractive price points at the beginning of the year. Thanks to these initiatives, we significantly increased the coverage and volume of these zero-calorie beverages throughout the country. Importantly, we continued to proactively serve our cost-conscious consumers with a growing array of affordable, returnable packaging alternatives. In Brazil, we considerably expanded the coverage of our 2-liter multi-serve returnable PET presentation for brand Coca-Cola, enabling more consumers to share the magic of Coke at home. In the Valley of Mexico, we significantly increased the volume of our 3.0-liter multi-serve returnable PET presenta- tion for brand Coca-Cola, enhancing an attractive Sweetened with natural ingredients, reduced calorie Coca-Cola Life helped revitalize one of the world’s most beloved brands among Mexican consumers. femsa annual report 2014 23 value proposition for our consumers’ enjoyment, while we reinforced our 2.5-liter multi-serve returnable PET presentation for Coca-Cola across the rest of our territories, expanding the oppor- tunities to share this popular brand. In Mexico, we further broadened the coverage of our affordable, convenient 500-ml returnable glass presentation for brand Coca-Cola, fostering consumption at the point of sale or at home. In this key market, we also grew the coverage of our 1.25-liter multi- serve returnable glass presentation for brand Coca-Cola, catering to families across our oper- ations. Consistent with our long-term strategy, through our growing portfolio of returnable presentations, we always look to provide the right product in the right package at the right price for every consumer. 24 Additionally, we carried on expanding our Magic Price Points Strategy throughout our franchise ter- ritories. Thanks to this strategy, we are increasing the availability of our affordably priced, one-way PET presentations—from our 200-ml and 300-ml packages in Brazil and Mexico to our 1.4-liter package in Colombia—enabling us to con- nect more closely with the ever-evolving needs of our consumers. Constant Growth Despite the prevailing consumer landscape, we generated solid currency-neutral organic growth in 2014. Excluding the non-comparable results from the recently integrated territories in Mexico Our strong foundation for growth will enable us to take advantage of future opportunities. femsa annual report 2014 25 [case study] THE POWER OF POWERADE tification standards and offers additional flexibility for future expansion. Through these investments, we maximize our operations’ capacity to achieve the full potential of our business more efficiently, productively, and profitably. Furthermore, Coca-Cola FEMSA embarked on an aggressive organizational transformation to ensure that we have the right capabilities to drive our competitiveness and prepare for the next wave of growth. Among our actions, we redesigned our corporate structure to strengthen the core func- tions of the organization. We established centers of excellence, focused on our supply chain, com- mercial, and IT innovation areas. We commenced streamlining and de-layering our organization to create a tighter, leaner, more agile management that will enable greater efficiency and bring us closer to our customers. Additionally, we are reinforcing our talent management: recognizing and rewarding performance, developing leaders, and fostering a talent culture throughout the company. Looking forward, the measures that we are undertaking position us better to transform today’s challenges into opportunities and to deliver sustainable value for our stakeholders. | and Brazil, our organic revenues and income from operations rose 4.1% and 10.8%, respectively. The main drivers of our performance for the year were our committed team, organizational flexibility, pro- active revenue management initiatives, and ability to adapt our broad portfolio of beverages, partic- ularly our wide array of returnable presentations, to connect with cost-conscious consumers across our franchise territories, increasing transactions by 11.2% during the year. In a difficult environment, we integrated the opera- tions of Companhia Fluminense and Spaipa, solidify- ing our position as Brazil’s leading Coca-Cola bottler. Thanks to our team’s efforts, we captured our targeted synergies of approximately US$52 million during the year faster than anticipated. Beyond the synergies, the cross-fertilization of talent and best practices are key ingredients to success. This was no different with the integration of these franchises, as many of their talented executives now occupy important positions in Coca-Cola FEMSA’s opera- tions. Moreover, in terms of best practices, Com- panhia Fluminese’s award-winning execution in the modern trade channel, coupled with Spaipa’s exem- plary distribution in the traditional sales channel, is helping us to reach our customers and consumers more efficiently and effectively than ever. During the year, the strategic capital investments we made in every one of our markets create a strong foundation for growth, enabling us to take advantage of the opportunities that will arise in the future. Among our investments, we continue to en- hance our cooler coverage—a distinct competitive advantage—across our franchise territories. We remain at the forefront of technology through our installation of high-speed tri-block bottling lines and the ongoing rollout of our efficient warehouse management system. We further continue our construction of sustainable, state-of-the-art bot- tling facilities, including our recently opened plant in Itabirito, Brazil. With an annual capacity of 200 million unit cases, this facility is built to LEED cer- WE SATISFY HEALTH CONSCIOUS CONSUMERS’ growing demand for isotonic sports drinks with Powerade. Our hot fill formula heats Powerade almost to the point of pasteur- ization, eliminating the need for preser- vatives and resulting in a better tasting product. In Mexico, Powerade achieved a leading brand posi- tion across three of our four territories during the year, while our volume of Powerade more than doubled among Argentine consum- ers attracted to this drink’s refreshing qualities. 26 FEMSA Comercio Overcoming A Challenging Year In a complex operating environment, we leveraged our in-depth understanding of our consumers and our expertise operating a national modern small-format retail chain to enhance our value proposition and produce positive results for our stakeholders. Rolling out attractive new initiatives, we broadened the scope of our offerings and further developed important avenues for growth—positioning our company for sustained, profitable growth. 10 11 12 13 14 6 2 4 8 , 1 6 5 9 , 1 0 6 0 1 , 1 2 7 , 1 1 3 5 8 2 1 , % annual growth 13.5 10.9 10.6 9.7 OXXO stores new openings femsa annual report 2014 27 By conveniently and reliably satisfying shoppers’ needs, OXXO plays a growing role in the lives of consumers throughout Mexico. Serving over 3.4 billion consumers annually, OXXO continues to solidify its position as the foremost choice for shoppers across the country. 28 [case study] DESIGNING A SPECIALIZED DRUGSTORE FORMAT CAPITALIZING ON OUR IN-DEPTH understanding of the Mexican con- sumer, we opened more than 90 new drugstores over the course of the year. Unlike their large-box counterparts, these convenient, relatively small-box drugstore formats resonate with shoppers’ grow- ing demand for spe- cialization, primarily offering consumers a selection of pharma- ceutical and health and beauty products, along with a con- centrated array of popular convenience store categories. Profitable Complexity Over the course of 2014, FEMSA Comercio was able to profitably navigate an exceptionally tough, complex operating landscape. In the face of a very difficult consumer environment—which was nega- tively impacted by lower disposable income, excise taxes on key product categories, and incremen- tal increases in VAT in Mexico’s northern border cities—we managed to produce positive, resilient results for the year. Our performance throughout an extremely challenging year underscores the strength of our ever-improving value proposition, brand equity, and marketplace execution, high- lighted by our effective collaboration with our key supplier partners. For 2014, our total revenues rose 12.4% to Ps. 109.6 billion, including the results from our acquisitions of Farmacias YZA, Farmacias FM Moderna, and Doña Tota. Our increased revenues primarily came from our continued store expan- sion, complemented by our comparable same- store sales growth—driven by an improvement in our average customer ticket that offset a slight decline in store traffic. Gross profit grew 13.9% to Ps. 39.4 billion, result- ing in a 50 basis point gross margin expansion to 35.9% of total revenues. Income from operations increased 9.8% to Ps. 8.7 billion. Operating ex- penses grew slightly ahead of revenues, reflecting the incorporation and strengthening of our new drugstore and quick-service restaurant operations, the solid growth in our new OXXO stores, and the continued rollout of our new initiatives. As a result, our operating margin contracted slightly when compared to the prior year. Consumer Focus At OXXO, we continue to enhance our value prop- osition to satisfy our shoppers’ needs through an attractive array of quality products and services. Among our initiatives, we continue to broaden the scope of our convenient one-stop financial ser- vices. To optimize our consumers’ time, we carried on expanding our correspondent bank program to encompass five leading financial institutions. Through this program, within certain transaction parameters, we enable customers to make cash deposits and withdrawals to both their checking and credit card accounts at any of OXXO’s stores across the country. As consumers realize the advantages of this readily accessible functional- ity, we look forward to sustained growth in the adoption of this program—particularly since the number of our OXXO stores is already compara- ble to the combined number of branches of every bank in the country. In January 2014, we launched Saldazo, a co-brand- ed debit card with Banamex and Visa, which also serves as OXXO’s loyalty program. An unqualified success with our consumers, we issued these new debit cards at a rate of over 100,000 per month, reaching more than 1.4 million debit card accounts for the year. Beyond generating greater customer loyalty and traffic, these cards will enable us to gather useful data about our shoppers’ particular preferences and practices, so we can better tailor our promotional activity to our consumers’ individ- ual needs. Our assortment of Bitz brand snacks, candy, and baked goods indulge our consumers’ craving, while our broad selection of private-label staples replenishes and fulfills their daily requirements. femsa annual report 2014 29 Moreover, given the difficult economic environ- ment, we continued to work with our consumers to provide a substantial offering of high quality, competitively priced private label products to satis- fy their tastes. While our Bitz brand snacks, candy, and baked goods indulge our shoppers’ cravings, our broad selection of staples—from canned veg- etables, milk, and beans to diapers, detergent, and toilet paper—replenish and fulfill our customers’ daily requirements. Furthermore, to satisfy our consumers’ hunger at any time of day, we shifted from a promising pilot to the segmented rollout of our O‘Sabor brand menu of tacos, burritos, tortas, tamales, and pizzas. Indeed, our base menu of O‘Sabor brand 30 tacos and burritos is already available at more than 340 high-traffic locations. Through this initiative, along with our systematic progress along the entire prepared food supply chain, we are just beginning to unlock the potential of this promis- ing consumption occasion. By efficiently, conveniently, and reliably serving and satisfying their needs, OXXO is an increasingly important part of the lives of consumers across Mexico. The myriad transactions carried out at OXXO—more than 9 million a day and more than 3 billion a year—means that the chain continues to secure its position as the preeminent choice for suppliers and shoppers throughout the country. We leveraged our capabilities and our small-box retail platform to strengthen our position in the complementary drugstore sector— developing an important avenue for growth. Furthermore, we made great strides in the integra- tion of Doña Tota, a leading quick-service restau- rant operator with a strong brand and more than 200 outlets in Mexico and the U.S. Consequently, we are now well positioned for a new phase of growth of this promising stand-alone format in the coming year. | 31 [case study] SALDAZO: MORE THAN JUST A CARD OXXO’S NEW SALDAZO CO-BRANDED DEBIT CARD with Banamex and Visa is a hit with consumers. This innovative card not only fosters growing loyalty among an in- creasing pool of over 1.4 million shoppers, but also is often the first banking rela- tionship in many of our consumers’ lives. Additionally, these cards will allow us to collect useful data, so we can tailor our offerings to better suit our shoppers’ needs. Constant Growth We managed to navigate significant headwinds to produce same-store sales growth of 2.7%—out- performing the rate of growth of our industry. In addition to our same-store sales growth, we continued with our long-term strategy to expand OXXO’s leadership position as Mexico’s largest and fastest growing modern small-format store chain. In 2014, we opened a record 1,132 new stores for a total of 12,853 stores in Mexico and Colombia. Beyond OXXO, FEMSA Comercio strengthened its position in the complementary drugstore sector, developing an important avenue for growth that leverages our capability and our platform across small retail formats. Building on our acquisitions of Farmacias YZA and Farmacias FM Moderna in 2013, we leveraged our in-depth understanding of our consumers and our expertise operating a national small-box retail chain to enhance the value proposition of our initial base over 500 drugstores, while opening more than 90 new drugstores over the course of the year. These stores appeal to con- sumers’ evolving demand for more specialization, focusing primarily on pharmaceutical and health and beauty products, as well as a limited array of convenience categories such as soft drinks and snacks. Additionally, in December 2014, we agreed to ac- quire Farmacias Farmacón, an important drugstore operator with over 200 stores in the western states of Sinaloa, Sonora, Baja California, and Baja California Sur, strengthening our position in the northwest of the country. Through this transaction, we are advancing our strategy to play a relevant role in an attractive, still-fragmented industry, where we can leverage our capabilities to develop another successful small-box retail format. 32 Positively transforming our communities Strategic Highlights In 2014, we continued to integrate our long-term Sustainability Strategy throughout the company by incorporating sustainability plans and projects in key phases and processes such as the Business Units’ annual business plans, where the executive team reviewed progress and accomplishments quarterly. 16,200 children and youth along with 1,100 adults, have benefited through our life-skills program, Coordinates for Life. 32 femsa annual report 2014 33 US $149 million invested in programs to positively transform our people, our planet, and our communities. water use; Decreasing our waste by implement- ing measures such as our Zero Waste Facility program; and Optimizing our energy use by incorporating efficient technologies and integrat- ing renewable energy sources. Our Community. We invested US$24 million toward our goal of achieving more sustainable communi- ties by: Supporting education through programs such as Coordinates for Life; Fostering healthy and active lifestyles with the Sign Up to Play initiative; Developing communities through the Polygon Edison Trust in Monterrey, Mexico, and Citizen’s Plaza in Brazil; Empowering social and environmen- tal entrepreneurs through initiatives such as Youth with Value; and, Supporting great institutions such as ASHOKA, The Impact Hub, ANDE, The Pool, and Global Social Business Summit, among others. | Another important step was the development of FEMSA’s Supplier Guiding Principles, which not only reflect our expectations of suppliers, but also will enable both parties to identify opportunities to improve their sustainability performance collabo- ratively. We held meetings with investment firms in the U.S. and Europe, sharing our vision of sustain- ability, receiving feedback, and acknowledging their areas of interest such as water and waste man- agement, energy efficiency, and healthy lifestyles. For the second consecutive year, we produced a mid-year Sustainability Report, providing more timely information to our stakeholders. During 2015, we will continue to implement our Sustainability Strategy throughout our business units by: Establishing corporate-level sustainability goals once our Business Units’ sustainability goals are set; Utilizing a strategic approach, based on local community needs and opportunities, to foster internal capabilities that improve our community engagement and, thereby, increase our positive impact; and, Deploying our Sustainability Informa- tion System among our Business Units, enabling enhanced information management concerning key sustainability performance indicators. Underscoring our commitment to sustainability, Coca-Cola FEMSA was once again the only Mexican beverage company included in the Dow Jones Sus- tainability Emerging Markets Index. For the third consecutive year, FEMSA and Coca-Cola FEMSA improved their ranking from the Carbon Disclosure Project for both their performance and disclosure of carbon emissions strategies and data. Sustainability Pillars: 2014 Highlights Our People. We invested US$73.3 million for onsite and online training, health and safety initia- tives, and programs fostering the comprehensive development of our employees and their families, including volunteering. Our Planet. We invested US$51.7 million to con- tinue advancing our objectives: Minimizing our impact on the environment through optimizing We invite you to read our 2014 Sus- tainability Report on our website at: http://www.sustainabilityreport. femsa.com/index.html 34 FEMSA Foundation Building Strong Partnerships that Produce Results FEMSA Foundation is FEMSA’s instrument for social investment. We are committed to the creation of long-term value for the communities where we operate. We partner with stakeholders from different sectors to increase support for projects and create regional platforms that ensure the long-term success of our initiatives. Our Healthy and Active program benefited more than 6,900 children from schools in southeastern Mexico. femsa annual report 2014 35 +52,000 PEOPLE enjoy improved access to water resources through our Water Links program. and restore 6.9 million cubic meters of water by protecting over 6,000 hectares of watersheds in seven countries across Latin America and the Caribbean. The initiative also aims to replenish the water used in the companies’ production process- es and to strengthen water security in the region. Quality of Life In 2014, the Quality of Life area of FEMSA Foundation partnered with the Food Bank Association of Mexico to add a nutritional education component to the food delivery programs that they provide to disadvantaged families in 10 different cities across the country. In this way, we help them to prepare better, more nutritious meals for their families. One of the first of these efforts is the Comer en Familia (Eating With Your Family) program, conducted in collaboration with the Food Bank of Saltillo and other partners. A mobile kitchen staffed by nutritional experts travels throughout five communities in the southern part of Saltillo, Coahuila, every two weeks, teaching people better ways to use traditional staples to create higher quality, more nutritious recipes that they can prepare with affordable food for meals they can enjoy togeth- er with their families. We also fostered the Sanos y Activos (Healthy and Active) program in schools in the southeastern states of Mexico, Quintana Roo, Mérida, and Chiapas. This program has already benefited more than 6,900 children between the ages of eight and 14 in 36 schools by promoting nutritional education, sports, and physical activity. The program also conducted 16 workshops for parents and teachers and created 34 Health Clubs in which 430 children actively participate within the schools—thereby improving the social environment and ensuring sustainable change in the communities. | Sustainable Development of Water Resources In 2014, the Water Center for Latin America and the Caribbean—created by FEMSA Foundation, the Inter-American Development Bank (IDB), and the Tecnológico de Monterrey—continued to focus on building capacities for water professionals, one of the greatest opportunities for water steward- ship throughout Latin America. With renewed economic support from IDB, the Center further strengthened its applied research capabilities with the planned development of a center that will allow different actors in the field to make better decisions and arrive at better solutions for water-related challenges. In partnership with The Coca-Cola Company Latin America and the Millennium Water Alliance, the Foundation ran the Water Links program for its second year. During 2014, this program enabled more than 52,000 people in marginalized com- munities across five countries to gain access to safe water, sanitation, and hygiene. Ultimately, Water Links looks to build sustainable, healthy long-term communities, while sharing best prac- tices among implementers through a knowledge platform where partners communicate lessons learned to their peers. In 2011, we joined The Nature Conservancy (TNC), IDB, and the Global Environment Facility (GEF) to create the Latin American Water Funds Part- nership. The Partnership leveraged over US$27 million to invest as seed capital in regional water funds to positively impact three million hectares of natural ecosystems. Revenue from these in- vestments preserves key hydrological basins up- stream that filter and regulate the water supply of some of the most important cities in the region. The Global Water Summit Awarded FEMSA Foundation and Cuauhtémoc Moctezuma the Water Stewardship 2014 Prize in Recognition of their Water Balance Strategy. Today, the Partnership has launched 17 Water Funds, benefiting 17 cities in six countries. In 2014, the Partnership joined forces with The Coca-Cola Company’s Latin Center Business Unit and its local bottlers to roll out the Water for Our Future initia- tive. With an investment of nearly US$7.4 million, this initiative is designed to protect, replenish, For more information about FEMSA Foundation, please visit: http://www. femsafoundation.org. 36 Executive Team Our deep, multi-talented team of executives enables us to continually rise to the occasion, directing our steadfast pursuit of excellence as a leading international consumer company. Together, they continue to create economic, social, and environmental value for our stakeholders year after year. They leverage our strengths to satisfy our consumers’ needs, generate new avenues for growth, and profitably convert complexity into opportunity. Thanks to their efforts, we sustain a superior competitive position in our industry—ensuring and instilling our legacy of integrity well into the future. José Antonio Fernández Carbajal Executive Chairman of the Board of FEMSA After 11 years of professional experience in different companies, José Antonio Fernández Carbajal began his career at FEMSA in 1987, serving various positions in its different businesses, including CEO of OXXO. He was appointed CEO of FEMSA in 1995 and Chairman of the Board in 2001, serving both positions until January 2014. In 2010, he was appointed Vice- President of Heineken Holding NV’s Board of Directors and Chairman of Heineken’s Americas Committee, which oversees the strategic direction of the business in the Americas and evaluates new business opportunities in the region. Since 2012, Mr. Fernández has been Chairman of the Board of Tecnológico de Monterrey, where he served as Vice Chairman since 1997. He is also Chairman of the Board of Coca-Cola FEMSA, FEMSA Foundation and the U.S.- Mexico Foundation. Currently, he participates as a board member of Industrias Peñoles and Grupo Televisa, and he co-chairs the Mexican Chapter of the Woodrow Wilson Center. He holds a degree in Industrial Engineering and Systems from Tecnológico de Monterrey and in 1978, he earned an MBA from that institution. For more than 20 years, he has been professor of Planning Systems at Tecnológico de Monterrey. Carlos Salazar Lomelín Chief Executive Officer of FEMSA Carlos Salazar joined FEMSA in 1973, and he has held several senior management positions across FEMSA, including Vice- President of Grafo Regia, Vice- President of Plásticos Técnicos Mexicanos, S.A., Vice-President of the International Division of FEMSA Cerveza, Vice-President of the Commercial Planning in Grupo Visa, CEO of FEMSA Cerveza, and CEO of Coca-Cola FEMSA. In 2014 he was appointed Chief Executive Officer of FEMSA. In 2010, he was awarded the medal of Distinguished Citizen by the state of Nuevo León. He was President of the 21st Century Commission and Executive Director of CINTERMEX in Monterrey. He has been a professor in economics for a number of years at Tecnológico de Monterrey and is the current President of the Advisory Board of the EGADE Business School of this Institution. He holds a B.A. in Economics and a Master’s degree in Business Administration from this institution. He also has pursued graduate studies in Economic Development in Italy and a Management Program from the IPADE in Mexico, among other studies in different countries. Javier Astaburuaga Sanjines Corporate Vice-President of FEMSA Javier Astaburuaga joined FEMSA in 1982. In 2006, he was named FEMSA’s CFO and Vice-President of Strategic Development. In 2012, he was appointed Chief Financial and Strategic Development Officer, adding the Human Resources function matters to his responsibilities. Prior to that, Mr. Astaburuaga served as co-CEO of FEMSA Cerveza, Vice-President of Sales for Northern Mexico, CFO of FEMSA Cerveza, Vice-President of Corporate Development for FEMSA, and Chief Information Officer of FEMSA Cerveza. Mr. Astaburuaga earned a Bachelor’s degree in Public Accounting from Tecnológico de Monterrey. Federico Reyes García Vice-President of Corporate Development of FEMSA Mr. Reyes assumed his current position in January 2006, after serving as Vice-President of Finance and Corporate Development of FEMSA since 1999. Starting in 1987, he was associated with FEMSA as an external advisor, and he formally joined FEMSA in 1992 as Vice-President of Corporate Development. Between 1993 and 1999, he was CEO of Seguros Monterrey Aetna and Valores Monterrey Aetna and Executive Vice-President of the Insurance and Pension Division at Bancomer Financial Group. He rejoined FEMSA in 1999. Mr. Reyes holds a Bachelor’s degree in Accounting from Tecnológico de Monterrey. Alfonso Garza Garza Vice-President of Strategic Businesses of FEMSA Alfonso Garza joined FEMSA in 1985 and was named Executive Vice-President of Human Resources in 2005. Prior to that, he held various positions at FEMSA Cerveza and FEMSA Empaques, including the Vice-Presidency of FEMSA Empaques and Grafo Regia. In January 2009, he was appointed Vice-President of Strategic Businesses of FEMSA. From 2011 to 2013, he served as President of the Employers Confederation of Mexico (Coparmex) for the state of Nuevo León and since 2009 he has been National Vice- President of this organization. In 2012 he was appointed Chairman of the Talent and Culture Committee of Tecnológico de Monterrey. He also participates as a member of the Board of Directors of Coca-Cola FEMSA and Tecnológico de Monterrey. Mr. Garza earned a Bachelor’s degree in Industrial Engineering from Tecnológico de Monterrey and completed postgraduate courses at IPADE. Genaro Borrego Estrada Vice-President of Corporate Affairs of FEMSA Genaro Borrego joined FEMSA in September 2007 as Vice-President of Corporate Affairs. Prior to that, Mr. Borrego was elected as a Federal Congressman for the LII Legislature from 1982 to 1985. After that, he served as Governor of the Mexican State of Zacatecas from 1986 to 1992, and in early 1992, he was elected President of the PRI political party for one year. From 1993 to 2000, he led the Mexican Social Security Institute (IMSS), and he was the President of the American Conference of Social Security Institutions. In 2000, he was also elected as a Senator of the Federal Congress to represent the State of Zacatecas during the LVIII and LIX Legislatures. He holds a degree in Industrial Relations from Universidad Iberoamericana. José González Ornelas Vice-President of Administration and Corporate Control of FEMSA José González assumed his current position in 2003. He first joined FEMSA in 1973, where he held different positions in the organization, such as Finance Information Manager, Planning and Administration Vice- President, and Administration Vice-President. In 1997, he was named CEO of FEMSA Logística. He is a board member of several international companies, he participates as Auditing Committee Secretary of FEMSA’s and Coca-Cola FEMSA’s board and sits on the controller board at Tecnológico de Monterrey. He is also part of the Instituto de Contadores Públicos de Nuevo León Directive Committee and he is President of the Club de Fútbol Monterrey board. He holds a B.A. in Accounting from Universidad Autónoma de Nuevo León and undertook postgraduate studies in Business Administration from different universities in Mexico and abroad. Corporate Governance femsa annual report 2014 3737 John Anthony Santa Maria Otazúa Chief Executive Officer of Coca-Cola FEMSA John Anthony Santa Maria Otazúa was appointed Chief Executive Officer of Coca-Cola FEMSA as of January 2014. He joined Coca-Cola FEMSA in 1995. Since then, he has held several senior management positions, including Chief Operating Officer of the company’s Mexico Division, Strategic Planning and Commercial Development Officer, and Chief Operating Officer of the company’s South America Division, overseeing its operations in Argentina, Brazil, Colombia, and Venezuela. His previous beverage and consulting experience includes PepsiCo, Inc. and McKinsey & Co., respectively. He is a member of the Board of Directors of Banco Compartamos. Mr. Santa Maria earned a Bachelor´s degree and an MBA with a major in Finance from Southern Methodist University. Eduardo Padilla Silva Chief Executive Officer of FEMSA Comercio Eduardo Padilla joined FEMSA in 1997 as FEMSA’s Vice-President of Strategic Planning and Corporate Control. In 2000, he was appointed CEO of FEMSA Strategic Procurement, which included Packaging, Logistics, and OXXO. Since 2004, he has focused on his position as CEO of FEMSA Comercio. Before joining FEMSA, Mr. Padilla served as CEO of Terza, a subsidiary of Grupo ALFA, from 1987 to 1996. Mr. Padilla earned a Bachelor’s degree in Mechanical and Administrative Engineering from Tecnológico de Monterrey and a Master’s degree in Business Administration from Cornell University. He also has completed Graduate studies at IPADE. For well over a century, our Board of Directors has followed the highest standards of corporate governance in guiding our company. We are committed to the quality, accuracy, and reliability of our disclosure practices, and we adhere to best corporate governance policies and procedures. Specifically, we comply with the standards set forth in the Mexican Securities Law and the applicable provisions of the United States’ Sarbanes-Oxley Act. Also, we were among the first in our industry to embrace the Code of Best Corporate Governance Practices, established by the Mexican Entrepreneurial Council. We always work to ensure that our company fosters financial transparency, accountability, and the highest ethical standards. Based on a sound foundation of responsible corporate governance, we sustainably build our business—delivering the results our stakeholders expect from FEMSA. 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. 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 Chairman of the Audit Committee and financial expert is José Manuel Canal Hernando. Members include: Francisco Zambrano Rodriguez, Alfonso González Migoya, and Ernesto Cruz Velázquez de León—all of them independent directors as required by the Mexican Securities Law and applicable New York Stock Exchange listing standards. The Secretary (non-member) of the Audit Committee is José González Ornelas. 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 could benefit a particular group of shareholders. The committee may call a shareholders’ meeting and include matters on the agenda for that meeting as it may deem appropriate. They are also responsible for the approval of policies for the use of the company’s assets or related party transactions, the approval of the compensation of the Chief Executive Officer and relevant officers, and support our board of directors in the elaboration of reports on accounting practices. Alfredo Livas Cantú is the Chairman of the Corporate Practices Committee. Members include: Robert E. Denham, Moisés Naím, and Ricardo Saldívar Escajadillo. Each member of the Corporate Practices Committee is an independent director, as required by the Mexican Securities Law. The Secretary (non-member) of the Corporate Practices Committee is Javier Astaburuaga Sanjines. 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 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. Javier Astaburuaga Sanjines is the appointed secretary (non-member) of this committee. For more information on how our corporate governance practices differ from those followed by United States companies under NYSE listing standards, please refer to the Corporate Governance section of our website: www.femsa.com/investor. 38 Board of Directors Our Board of Directors heads our corporate governance system. Guided by the best long-term interests of our company’s shareholders and other stakeholders, our Board is responsible for determining our corporate strategy; defining and overseeing the implementation of our key values and vision; and approving related-party transactions and transactions not in the ordinary course of business. In addition to our management team, our Board of Directors is supported by its committees: the Audit Committee, the Corporate Practices Committee, and the Finance Committee. Our Board appoints and supervises these committees, which assist and make recommendations to our Board in their respective areas of responsibility. Series “B” Directors José Antonio Fernández Carbajal Executive Chairman of the Board of Fomento Económico Mexicano, S.A.B. de C.V. Elected 1984 Alternate Director: Federico Reyes García c Eva María Garza Lagüera Gonda Private Investor Elected 1999 Alternate Director: Mariana Garza Lagüera Gonda Paulina Garza Lagüera Gonda Private Investor Elected 2004 Alternate Director: Othón Páez Garza José Calderón Rojas Chief Executive Officer of Franca Servicios, S.A. de C.V., Regio Franca, S.A. de C.V., and Franca Industrias, S.A. de C.V. Elected 2005 Alternate Director: Francisco José Calderón Rojas Consuelo Garza de Garza Founder and Former President of Asociación Nacional Pro-Superación Personal, A.C. (a Non-profit Organization) Elected 1995 Alternate Director: Alfonso Garza Garza Max Michel Suberville Private Investor Elected 1985 Alternate Director: Max Michel González Alberto Baillères González Chairman of the Board of Grupo BAL companies, and Chairman of the Governance Board of the Instituto Tecnológico Autónomo de México (ITAM). Elected 1989 Alternate Director: Arturo Fernández Pérez José Manuel Canal Hernando a, i Independent Consultant Elected 2003 Alternate Director: Ricardo Saldívar Escajadillo b, i Series “D” Directors Francisco Javier Fernández Carbajal c Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V. Elected 2005 Alternate Director: Javier Astaburuaga Sanjines c Armando Garza Sada i Chairman of the Board of Grupo Alfa, S.A.B. de C.V. Elected 2003 Alternate Director: Enrique F. Senior Hernández i Ricardo Guajardo Touché c, i Chairman of Solfi, S.A. and Director of Grupo Valores Monterrey Elected 1988 Alternate Director: Alfonso González Migoya a, i Moisés Naím i Distinguished Fellow at the Carnegie Endowment for International Peace Elected 2011 Alternate Director: Francisco Zambrano Rodríguez a,i Alfredo Livas Cantú c, i President of Praxis Financiera, S.C. Elected 1995 Alternate Director: Sergio Deschamps Ebergenyi i Bárbara Garza Lagüera Gonda Private Investor, President of the Acquisitions Committee of Colección FEMSA Elected 2005 Alternate Director: Juan Guichard Michel Michael Larson i Chief Investment Officer for William H. Gates III Elected 2011 Robert E. Denham b, c, i Partner at Munger, Tolles & Olson, LLP Law firm Elected 2001 Secretary Carlos Eduardo Aldrete Ancira Alternate Secretary Arnulfo Treviño Garza Committees: a) Auditing b) Corporate Practices c) Finance and Planning Relation: i) Independent femsa annual report 2014 3939 Consolidated Financial Statements Contents Financial Summary Management’s Discussion and Analysis Audit Committee Annual Report Independent Auditors’ Report Consolidated Statements of Financial Position Consolidated Income Statements Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements Headquarters 40 42 46 48 49 50 51 52 54 55 114 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO 40 Financial Summary Amounts expressed in millions of Mexican pesos (Ps.) as of December 31: Income Statement Net sales Total revenues Cost of goods sold Gross profit Operating expenses Income from operations (2) Other non-operating expenses (income), net Financing expenses, net Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method Income taxes Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes Consolidated net income Controlling Interest Non-Controlling Interest Ratios to total revenues (%) Gross margin Operating margin Consolidated net income Other information Depreciation Amortization and other non cash charges to income from operations Operative Cash Flow (EBITDA) Capital expenditures (3) 2014 2013 2012 2011(1) Ps. 262,779 263,449 153,278 110,171 80,188 29,983 (508) 6,988 Ps. 256,804 258,097 148,443 109,654 79,797 29,857 326 4,249 Ps. 236,922 238,309 137,009 101,300 72,073 29,227 (345) 1,904 Ps. 200,426 201,540 117,244 84,296 59,812 24,484 625 196 23,503 6,253 5,380 22,630 16,701 5,929 41.8% 11.4% 8.6% 9,029 1,933 40,945 18,163 25,282 7,756 27,668 7,949 23,663 7,618 4,629 22,155 15,922 6,233 42.5% 11.6% 8.6% 8,805 1,208 39,870 17,882 8,332 28,051 20,707 7,344 42.5% 12.3% 11.8% 7,175 1,278 37,680 15,560 4,856 20,901 15,332 5,569 41.8% 12.1% 10.4% 5,694 1,320 31,498 12,609 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO femsa annual report 2014 41 femsa annual report 2014 41 BALANCE SHEET Assets Current assets Investments in associates and joint ventures Property, plant and equipment, net(4) Intangible assets,net Other assets, net Total assets Liabilities Short-term bank loans and current portion of long-term bank loans and notes payable Other current liabilities Long-term bank loans and notes payable Post-employment and other long-term employee benefits Deferred tax liabilities Other long-term liabilities Total liabilites Total equity Controlling interest Non-controlling interest Financial ratios (%) Liquidity Leverage Capitalization Data per share Controlling interest book value (5) Net controlling interest income (6) Dividends paid (7)(8) Series B shares Series D shares Number of employees (9) Number of outstanding shares (10) 2014 2013 2012 2011(1) 79,112 102,159 75,629 101,527 17,746 376,173 1,553 47,766 82,935 4,207 3,643 5,947 146,051 230,122 170,473 59,649 1.604 0.635 0.27 9.528 0.933 0.000 0.000 216,740 17,891.13 73,569 98,330 73,955 103,293 10,045 359,192 3,827 45,042 72,921 4,074 2,993 7,785 136,642 222,550 159,392 63,158 1.505 0.614 0.26 8.909 0.890 0.667 0.833 209,232 17,891.13 75,455 83,840 61,649 67,893 7,105 295,942 8,702 39,814 28,640 3,675 700 4,250 85,781 210,161 155,259 54,902 1.555 0.408 0.16 8.678 1.157 0.309 0.386 182,260 17,891.13 59,983 78,643 54,563 63,030 7,143 263,362 5,573 33,752 23,819 2,584 414 5,049 71,191 192,171 144,222 47,949 1.525 0.370 0.14 8.061 0.857 0.229 0.287 168,370 17,891.13 (1) 2011 figures were restated for comparison with 2014, 2013 and 2012 as a result of transition to International Financial Reporting Standards (IFRS). (2) Company’s key performance indicator. (3) Includes investments in property, plant and equipment, as well as deferred charges and intangible assets. Includes bottles and cases (4) (5) Controlling interest divided by the total number of shares outstanding at the end of each year. (6) Net controlling interest income divided by the total number of shares outstanding at the end of the each year. (7) Expressed in nominal pesos of each year. (8) 2014 Dividend was paid in December 2013. (9) (10) Total number of shares outstanding at the end of each year expressed in millions. Includes incremental employees resulting from mergers & acquisitions made during the year. 42 Management’s Discussion and Analysis Audited Financial Results for the twelve months ended December 31, 2014 Compared to the twelve months ended December 31, 2013. Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”) is a Mexican holding company. Set forth below is certain audited financial information for FEMSA and its subsidiaries (the “Company” or “FEMSA Consolidated”) (NYSE: FMX; BMV: FEMSA UBD). The principal activities of the Company are grouped mainly under the following subholding companies (the “Subholding Companies”): Coca-Cola FEMSA, S.A.B de C.V. (“Coca-Cola FEMSA” or “KOF”), (NYSE: KOF, BMV: KOFL) which engages in the production, distribution and marketing of beverages, and FEMSA Comercio, S.A. de C.V. (“FEMSA Comercio”), which engages in the operation of small format stores. The consolidated financial information included in this annual report was prepared in accor- dance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The 2014 and 2013 results are stated in nominal Mexican pesos (“pesos” or “Ps.”). Translations of pesos into US dollars (“US$”) are included solely for the convenience of the reader and are determined using the noon buying rate for pesos as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates as of December 31, 2014, which was 14.7500 pesos per US dollar. This report may contain certain forward-looking statements concerning Company’s future performance that should be considered good faith estimates made by the Company. These forward-looking statements reflect management expectations and are based upon currently available data. Actual results are subject to future events and uncertainties, which could mate- rially impact the Company’s actual performance. FEMSA Consolidated 2014 amounts in millions of Mexican pesos Total Revenues FEMSA Consolidated 263,449 147,298 Coca-Cola FEMSA 109,624 FEMSA Comercio % Growth vs ‘13 2.1% -5.6% 12.4% Gross Profit 110,171 68,382 39,386 % Growth vs ‘13 0.5% -6.2% 13.9% FEMSA’s consolidated total revenues increased 2.1% to Ps. 263,449 million in 2014 com- pared 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 compared to 2013 to 41.8% of consoli- dated total revenues, reflecting margin contraction at Coca-Cola FEMSA. Consolidated operating expenses increased 0.5% to Ps. 80,188 million in 2014 compared to Ps. 79,797 million in 2013. As a percentage of total revenues, consolidated operating expenses decreased from 30.9% in 2013 to 30.4% in 2014. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 43 Consolidated administrative expenses in- creased 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 com- pared 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. Consolidated income from operations in- creased 0.4% to Ps. 29,983 million in 2014 as compared to Ps. 29,857 million in 2013. As a percentage of total revenues, operating margin decreased 20 percentage points, from 11.6% in 2013 to 11.4% 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 consolidat- ed operating expenses. 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 by FEMSA and Coca-Cola FEMSA. Income before income taxes and share of the profit in Heineken results decreased 7.0% to Ps. 23,503 million in 2014 com- pared with Ps. 25,282 million in 2013, re- flecting the previously mentioned negative translation effect from Coca-Cola FEMSA’s Venezuelan operations. 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 effec- tive tax rate of 26.6% in 2014, as compared to 30.7% in 2013. 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 offset higher financing expenses related to bonds issued 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 FEM- SA Unit(1) was Ps. 4.67 (US$ 3.16 per ADS). Coca-Cola FEMSA Coca-Cola FEMSA total revenues decreased 5.6% to Ps. 147,298 million in 2014, as com- pared to 2013, driven by the negative trans- lation effect resulting from using the SICAD II exchange rate to translate the results of its Venezuelan operation. Excluding the recent- ly integrated territories of Fluminense and Spaipa in Brazil and the integration of Yoli in Mexico, total revenues were Ps. 134,088 mil- lion. On a currency neutral basis and excluding the non-comparable effect of Fluminense and Spaipa in Brazil, and Yoli in Mexico, total revenues grew 24.7%, driven by average price per unit case growth in most operations and volume growth in Brazil, Colombia, Venezuela and Central America. Coca-Cola FEMSA gross profit decreased 6.2% to Ps. 68,382 million in 2014, as com- pared to 2013. Cost of goods sold decreased 5.0%, this decline was driven by the previ- ously 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 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201444 peso, the Brazilian real, the Colombian peso and the Mexican peso as applied to Coca-Cola FEMSA’s U.S. dollar-denominated raw material costs. Gross margin reached 46.4% in 2014, a contraction of 30 basis points as compared to 2013. The component of cost of goods sold include raw mate- rials (principally soft drink concentrate sweeteners and packaging materials), depreciation costs attributable to our production facilities, wages and other employment costs associated with labor force employed at our production facilities and certain overhead costs. Concentrate prices are determined as a percentage of the retail price of our prod- ucts in the local currency, net of applicable taxes. Packag- ing materials, mainly polyethylene terephthalate (“PET”) and aluminum, and High Fructose Corn Syrup (“HFCS”), used as a sweetener in some countries, are denominated in U.S. dollars. Operating expenses decreased 8.7% to Ps. 46,850 million in 2014 compared with Ps. 51,315 million in 2013. Administrative expenses decreased 1.6% to Ps. 6,385 million in 2014, compared with Ps. 6,487 million in 2013. Selling expenses decreased 9.7% to Ps. 40,464 million in 2014 compared with Ps. 44,828 million in 2013. Income from operations decreased 3.3% to Ps. 20,743 million in 2014 compared with Ps. 21,450 million in 2013. 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 that offset a slight- ly decrease in store traffic. 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. As a result, gross profit reached Ps. 39,386 million in 2014, which represented a 13.9% increase from 2013. Gross margin expanded 50 percentage points to reach 35.9% of total revenues. This increase reflects a more effective collaboration and exe- cution with our key supplier partners, including higher and more efficient joint use of promotion-related marketing resources, as well as objective-based incentives. Operating expenses increased 15.1% to Ps. 30,706 million in 2014 compared with Ps. 26,680 million in 2013, reflect- ing the incorporation and strengthening of our new drug- store and quick-service restaurant operations, the solid growth in our new OXXO stores, and the continued rollout of our new initiatives. 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. Income from operations increased 9.8% to Ps. 8,680 million in 2014 compared with Ps. 7,906 million in 2013, resulting in an operating margin contraction of 20 percent- age points to 7.9% as a percentage of total revenues for the year, compared with 8.1% in 2013. Key Events During 2014 Coca-Cola FEMSA Reopens Senior Notes and Issues US$350 Million in the International Capital Markets. On January 13, 2014 Coca-Cola FEMSA announced the reopen- ing of the U.S. dollar-denominated 10-year bonds and 30-year bonds that were placed on November 19, 2013 (the “Original Senior Notes”) in the international capital markets. The Company successfully reopened its bond issuance to increase the total principal amount to US$2.5 billion (in three tranches), placing an additional US$150 million for 10-year bonds at a yield of US Treasury +107 basis points, with a coupon of 3.875%; and an additional US$200 million for 30-year bonds at a yield of US Treasury +122 basis points, with a coupon of 5.250% (the “Additional Senior Notes”). The Company’s 10-year bonds now have an aggregate principal amount of US$900 million and 30-year bonds now have an aggregate principal amount of US$600 million. The Additional Senior Notes have the same CUSIP and the same coupon as the respective Origi- nal Senior Notes. The proceeds will be used for general corporate purposes, including partial debt refinancing. Femsa held its Annual Shareholders Meeting On March 14, 2014 - FEMSA held its Annual Ordinary Gen- eral Shareholders Meeting, during which the shareholders FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO45 approved the Company’s annual report for 2013 prepared by the Chief Executive Officer, the Company’s consolidated financial statements for the year ended December 31, 2013 and the election of the Board of Directors and its Commit- tees for 2014. In addition, the shareholders established the amount of Ps. 3,000 million as the maximum amount that could potentially be used for the Company’s share repurchase program during 2014. Coca-Cola FEMSA Repeats as Member of Dow Jones Sustainability Indices in 2014. On September 17, 2014 Coca-Cola FEMSA, announced today that it has been selected as a member of the Dow Jones Sustainability Indices (“DJSI”). serve on the Boards of Directors of FEMSA and Coca-Cola FEMSA, as well as that of Heineken. Effective January 1st, 2015, Daniel Rodríguez Cofré will join FEMSA and on April 1st he will replace Javier Astaburuaga as Chief Financial and Corporate Officer. Born in Chile, Daniel has a long track record in senior finance and management positions in Latin America and Europe, having served as CFO of Shell South America as well as Global CFO of one of Shell’s operating divisions, headquartered in London. For the past six years Daniel has been Chief Executive Officer of CENCOSUD, a large publicly-traded Chilean retailer with operations in Chile, Argentina, Peru, Colombia and Brazil. He brings with him extensive experience and management skills and consti- tutes a valuable addition to FEMSA’s senior talent pool. For the second consecutive year, Coca-Cola FEMSA will be a part of the Dow Jones Sustainability Emerging Markets Index, comprised of a group of 86 emerging mar- kets companies. The new appointments represent another step in the evolution and strengthening of FEMSA’s management team in preparation for sustained growth ahead. Femsa Comercio announces acquisitions of Famarcias Farmacón On December 1, 2014 FEMSA Comercio, announced that its subsidiary Cadena Comercial de Farmacias, S.A.P.I. de C.V. has agreed to acquire 100% of Farmacias Farmacón, a drugstore operator in the western Mexican states of Sinaloa, Sonora, Baja California and Baja California Sur. This transaction represents an important step as FEMSA Comercio advances in its strategy to establish a relevant position in this attractive small-box retail segment. Headquartered in the city of Culiacán, Sinaloa, Farmacias Farmacón currently operates over two hundred stores. The transaction is pending customary regulatory approvals, and is expected to close during 1Q15. | “Being a member of the Dow Jones Sustainability Emerging Markets Index for the second consecutive year is proof of our commitment and dedication to contribute in a sustainable manner to the communities we serve. We are pleased that our company is recog- nized for its leadership in the field of sustainability by the Mexican Sustainability Index and the Dow Jones Sustainability Index. We will continue to work with the same passion to improve and develop the right skills to create economic, social and environmental value,” said John Santa Maria Otazúa, Chief Executive Officer of the Company. Femsa announces changes to Senior Finance Team On November 13, 2014 FEMSA announced that Federico Reyes, FEMSA’s Vice President of Corporate Develop- ment for the past nine years, will retire on April 1st 2015 after a long and productive career that includes 25 years of fruitful collaboration with the FEMSA group. During this time, Federico has made significant contributions to the development and growth of FEMSA, including key roles in large M&A transactions. Federico will remain on the Boards of Directors and Finance Committees of FEMSA and Coca-Cola FEMSA. Javier Astaburuaga, FEMSA’s Chief Financial and Corporate Officer for the past nine years, will replace Federico as Vice President of Corporate Development. From his new position Javier will be closely involved in FEMSA’s strategic and M&A-related processes, and he will also continue to FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO 46 Annual Report of the Audit Committee To the Board of Directors Fomento Económico Mexicano, S.A.B. de C.V. (the “Company”): Pursuant to Articles 42 and 43 of the Mexican Securities Law (Ley del Mercado de Valores) and the Charter of the Audit Committee, we submit to the Board of Directors our report on the activities performed during, 2014. We considered the recommendations established in the Code of Corporate Best Practices and, since the Company is a publicly-listed company in the New York Stock Exchange (¨NYSE¨), we also complied with the applicable provisions set forth in Sarbanes-Oxley Act. We met at least on a quarterly basis and, based on a work program, we carried out the activities described below: Risk Assessment We periodically evaluated the effectiveness of the Risk Management System, which is established to identify, measure, record, assess, and control the Company´s risks, as well as the implementation of the related controls to ensure its effective operation. We reviewed with Management and both External and Internal Auditors of the Company, the key risk factors that could adversely affect the Company´s operations and assets, and we determined that they have been appropriately identified managed, and considered in both audit programs. Internal Control We verified the compliance by management of its responsibilities regarding internal control, the establishment of general guidelines and the procedures necessary for their application and compliance. Additionally, we reviewed the comments and suggestions made by the External Auditors as a result of their findings. We verified the actions taken by the Company in order to comply with section 404 of Sarbanes-Oxley Act regarding the self-assessment of internal controls performed by the Company to be reported for the year 2014. Throughout this process, we verified the preventive and corrective measures implemented. External Audit We recommended to the Board of Directors to approve the external auditors (who have been the same for the past seven years) for the Company and its subsidiaries for fiscal year 2014. For this purpose, we verified their independence and their compliance with the requirements established by applicable laws and regulations. We analyzed their approach, work program as well as their coordination with Internal Audit. We were in permanent and direct communication with them to be timely informed of their progress and their observations, and also to consider any comments that resulted from their review of the quarterly financial statements. We were timely informed of their conclusions and reports, regarding annual financial statements and followed up on the actions implemented resulting from the findings and recommendations provided during the year. We authorized the fees of the external auditors for their audit and other permitted services, and made sure that such services would not compromise their Independence. With the appropriate input from Management, we carried out an evaluation of their services for the previous year and initiated the evaluation process for the fiscal year 2014. Internal Auditing In order to maintain its independence and objectivity, the Internal Audit area reports to the Audit Committee therefore: We reviewed and approved the annual work program and budget, in order to comply with the requirements of SAROX. For its preparation, the Internal Audit area participated in the risk assessment process and the validation of the internal control system. We received periodic reports regarding the progress of the approved work program, their findings and the causes thereof. We followed up the implementation of the observations developed by Internal Audit. We confirmed the existence of an Annual Training program. We reviewed the evaluations of the Internal Audit service performed by the responsible of each business unit and the Audit Committee. Financial Information, Accounting Policies and Reports to the Third Parties We reviewed the quarterly and annual financial statements of the Company with the individuals responsible for their preparation and recommended the Board of Directors its approval and authorized their publication. As part of this process, we took into account the opinions and remarks of the external auditors and made sure that the criteria, accounting policies and information used by Management to prepare financial information were adequate, sufficient, and consistently applied with the prior year. As a consequence, the information submitted by Management reasonably reflects the Company´s financial situation, its operating results and cash flows for the fiscal year ending December 31, 2014. We also reviewed the quarterly reports prepared by Management and submitted to shareholders and the financial community, verifying that such information was prepared under International Financial Reporting Standards (IFRS) and with the same accounting criteria used for preparing the annual information. We also reviewed the existence of an integral process that provides a reasonable assurance of fairness in the information content. To conclude, we recommended to the Board to authorize the release of such information. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO femsa annual report 2014 47 Our reviews also included reports and any other financial information required by Mexican and United States regulatory authorities. We reviewed and approved the accounting standards for the Company that became effective in 2014, recommending their approval to the Board of Directors. Compliance with Applicable Laws and Regulations, Legal Issues and Contingencies We verified the existence and reliability of the Company-established controls to ensure compliance with the various legal provisions applicable to the Company. When required, we verified the appropriate disclosure in the financial reports. We made periodic reviews of the various tax, legal and labor contingencies of the Company. We supervised the efficiency of the procedures established for their identification and follow-up, as well as their adequate disclosure and recording. Code of Conduct We reviewed the new version of the Business Code of Ethics of the Company which incorporates among other changes an update of its values. We validated the incorporation of a compliance provision with the Anti-Money Laundering laws in the countries where we operate, as well as compliance with anti corruption laws (FCPA) recommending its approval to the Board of Directors. With the support from Internal Audit, we verified the compliance of the Business Code of Ethics, the existence of adequate processes to update it and its communication to employees, as well as the application of sanctions in those cases where violations were detected. We reviewed the complaints received in the Company´s Whistle-Blowing System and followed up on their correct and timely handling. Administrative Activities We held regular meetings with the Management to be informed of any relevant or unusual activities and events. We also met individually with external and internal auditors to review their work, and observations. In those cases where we deemed advisable, we requested the support and opinion from independent experts. We are not aware of any significant non-compliance with the operating policies, the internal control system or the accounting records of the Company. We held executive meetings and when applicable reviewed with management our resolutions. We submitted quarterly reports to the Board of Directors, on the activities performed by the Committee. We reviewed the Audit Committee Charter and made the amendments that we deemed appropriate, submitting such changes for its approval to the Board of Directors. We verified that the financial expert of the Committee meets the technical background and experience requirements to be considered as such, and that each Committee Member meets the independence requirements set forth in by the applicable laws and regulations. Our activities were duly documented in the minutes prepared for each meeting. Such minutes were properly reviewed and approved by Committee members. We made our annual performance self-assessment, and submitted the results to the Chairman of the Board of Directors. Sincerely February 25, 2015 José Manuel Canal Hernando FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO 48 Independent Auditor’s Report The Board of Directors and Shareholders of Fomento Económico Mexicano, S.A.B. de C.V. Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Fomento Económico Mexicano, S.A.B. de C.V. and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2014 and 2013, and the consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended December 31, 2014, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Fomento Económico Mexicano, S.A.B. de C.V. and its subsidiaries as at December 31, 2014 and 2013, and their financial performance and cash flows for each of the three years in the period ended December 31, 2014, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Mancera, S.C. A member practice of Ernst & Young Global Limited Agustín Aguilar Laurents March 11, 2015 Monterrey, N.L. MEXICO FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO femsa annual report 2014 49 Consolidated Statements of Financial Position As of December 31, 2014 and 2013. Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.) Note December 2014 (*) December 2014 December 2013 ASSETS Current Assets: Cash and cash equivalents Investments Accounts receivable, net Inventories Recoverable taxes Other current financial assets Other current assets Total current assets Investments in associates and joint ventures Property, plant and equipment, net Intangible assets, net Deferred tax assets Other financial assets Other assets, net TOTAL ASSETS LIABILITIES AND EQUITY Current Liabilities: Bank loans and notes payable Current portion of long-term debt Interest payable Suppliers Accounts payable Taxes payable Other current financial liabilities Total current liabilities Long-Term Liabilities: Bank loans and notes payable Post-employment and other long-term employee benefits Deferred tax liabilities Other financial liabilities Provisions and other long-term liabilities Total long-term liabilities Total liabilities Equity: Controlling interest: Capital stock Additional paid-in capital Retained earnings Cumulative other comprehensive (loss) income Total controlling interest Non-controlling interest in consolidated subsidiaries Total equity TOTAL LIABILITIES AND EQUITY (*) Convenience translation to U.S. dollars ($) – See Note 2.2.3 5 6 7 8 9 9 10 11 12 24 13 13 18 18 25 18 16 24 25 25 21 The accompanying notes are an integral part of these consolidated statements of financial position. $ $ $ $ 2,407 10 939 1,167 544 176 121 5,364 6,926 5,127 6,883 426 444 333 25,503 30 75 33 1,794 527 554 330 3,343 5,623 285 247 22 382 6,559 9,902 Ps. 35,497 144 13,842 17,214 8,030 2,597 1,788 79,112 102,159 75,629 101,527 6,278 6,551 4,917 Ps. 376,173 Ps. 27,259 126 12,798 18,289 9,141 3,977 1,979 73,569 98,330 73,955 103,293 3,792 2,753 3,500 Ps. 359,192 Ps. 449 1,104 482 26,467 7,778 8,177 4,862 49,319 82,935 4,207 3,643 328 5,619 96,732 146,051 Ps. 529 3,298 409 26,632 6,911 6,745 4,345 48,869 72,921 4,074 2,993 1,668 6,117 87,773 136,642 227 1,739 9,974 (383) 11,557 4,044 15,601 25,503 3,347 25,649 147,122 (5,645) 170,473 59,649 230,122 Ps. 376,173 3,346 25,433 130,840 (227) 159,392 63,158 222,550 Ps. 359,192 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO 50 Consolidated Income Statements For the years ended December 31, 2014, 2013 and 2012. Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.), except per share amounts. Note 2014 (*) 2014 2013 2012 Net sales Other operating revenues Total revenues Cost of goods sold Gross profit Administrative expenses Selling expenses Other income Other expenses Interest expense Interest income Foreign exchange loss, net Monetary position loss, net Market value gain on financial instruments Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method Income taxes Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes Consolidated net income Attributable to: Controlling interest Non-controlling interest Consolidated net income Basic net controlling interest income: Per series “B” share Per series “D” share Diluted net controlling interest income: Per series “B” share Per series “D” share (*) Convenience translation to U.S. dollars ($) – See Note 2.2.3 19 19 18 24 10 23 23 23 23 $ $ $ $ 17,816 45 17,861 10,392 7,469 694 4,679 74 (86) (454) 58 (61) (22) 5 1,610 424 348 1,534 1,132 402 1,534 0.06 0.07 0.06 0.07 Ps. 262,779 670 263,449 153,278 110,171 10,244 69,016 1,098 (1,277) (6,701) 862 (903) (319) 73 Ps. 256,804 1,293 258,097 148,443 109,654 9,963 69,574 651 (1,439) (4,331) 1,225 (724) (427) 8 Ps. 236,922 1,387 238,309 137,009 101,300 9,552 62,086 1,745 (1,973) (2,506) 783 (176) (13) 8 23,744 6,253 25,080 7,756 27,530 7,949 5,139 22,630 Ps. 4,831 22,155 8,470 28,051 Ps. Ps. Ps. Ps. 16,701 5,929 22,630 0.83 1.04 0.83 1.04 Ps. Ps. 15,922 6,233 22,155 0.79 1.00 0.79 0.99 Ps. Ps. 20,707 7,344 28,051 1.03 1.30 1.03 1.29 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., MEXICO femsa annual report 2014 51 Consolidated Statements of Comprehensive Income For the years ended December 31, 2014, 2013 and 2012. Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.) Consolidated net income Other comprehensive income: Items that may be reclassified to consolidated net income, net of tax: Unrealized loss on available for sale securities Valuation of the effective portion of derivative financial instruments Exchange differences on the translation of foreign operations and associates Share of other comprehensive income of associates and joint ventures Total items that may be reclassified Items that will not to be reclassified to consolidated net income in subsequent periods, net of tax: Remeasurements of the net defined benefit liability Total items that will not be reclassified Total other comprehensive loss, net of tax Consolidated comprehensive income, net of tax Controlling interest comprehensive income Reattribution to non-controlling interest of other comprehensive income by acquisition of Grupo YOLI Reattribution to non-controlling interest of other comprehensive income by acquisition of FOQUE Controlling interest, net of reattribution Non-controlling interest comprehensive income Reattribution from controlling interest of other comprehensive income by acquisition of Grupo YOLI Reattribution from controlling interest of other comprehensive income by acquisition of FOQUE Non-controlling interest, net of reatribution Consolidated comprehensive income, net of tax (*) Convenience translation to U.S. dollars ($) – See Note 2.2.3 Note 2014 (*) 2014 2013 2012 $ 1,534 Ps. 22,630 Ps. 22,155 Ps. 28,051 6 10 16 - 33 - 493 (2) (2) (246) (243) (831) (12,256) 1,151 (5,250) 30 (768) (24) (24) (792) 742 765 - - 765 (23) - - (23) 742 441 (11,322) (2,629) (1,726) (781) (6,276) (361) (361) (11,683) 10,947 11,283 (112) (112) (1,838) Ps. 20,317 15,030 (279) (279) (6,555) Ps. 21,496 15,638 Ps. - (36) - Ps. - 11,283 (336) Ps. - 14,994 5,287 Ps. 29 15,667 5,858 - 36 - - (336) 10,947 - 5,323 20,317 Ps. Ps. (29) 5,829 21,496 Ps. Ps. Ps. 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., MEXICO 52 Consolidated Statements of Changes in Equity For the years ended December 31, 2014, 2013 and 2012. Amounts expressed in millions of Mexican pesos (Ps.) Capital Stock Additional Paid-in Capital Retained Earnings Unrealized Gain (Loss) on Available for Sale Securities Valuation of the Effective Portion of Derivative Financial Exchange Differences Translation of Foreign Operations Instrument and Associates on the Remeasurements of the Net Defined Benefit Liability Total Controlling Non-Controlling Interest Interest Total Equity Ps. 3,345 Ps. 20,656 Ps. 114,487 Ps. 4 Ps. 365 Ps. 5,717 Ps. (352) Ps. 144,222 Ps. 47,949 Ps. 192,171 Balances at January 1, 2012 Net income Other comprehensive income, net of tax Comprehensive income Dividends declared Issuance (repurchase) of shares associated with share-based payment plans 1 (50) Acquisition of Grupo Fomento Queretano through issuance of Coca-Cola FEMSA shares (see Note 4) Other transactions of non-controlling interest Other movements of equity method of associates, net of taxes Balances at December 31, 2012 Net income Other comprehensive income, net of tax Comprehensive income Dividends declared 2,134 3,346 22,740 20,707 20,707 (6,200) (486) 128,508 15,922 15,922 (13,368) (2) (2) 2 (2) (2) Issuance (repurchase) of shares associated with share-based payment plans Acquisition of Grupo Yoli through issuance of Coca-Cola FEMSA shares (see Note 4) (172) 2,865 Other acquisitions (see Note 4) Increase in share of non-controlling interest Other movements of equity method of associates, net of taxes (222) Balances at December 31, 2013 3,346 25,433 130,840 - 181 779 (1,187) 159,392 63,158 222,550 Net income Other comprehensive income, net of tax Comprehensive income Dividends declared Issuance (repurchase) of shares associated with share-based payment plans Other movements of equity method of associates, net of taxes 1 216 16,701 16,701 (419) Balances at December 31, 2014 Ps. 3,347 Ps. 25,649 Ps. 147,122 Ps. - Ps. 307 Ps. (3,633) Ps. (2,319 ) Ps. 170,473 Ps. 59,649 Ps. 230,122 The accompanying notes are an integral part of these consolidated statements of changes in equity. 349 1,961 (1,647) 155,259 54,902 (17) (17) (3,725) (3,725) (1,296) (1,296) 1 (31) 1 (170) (170) (1,214) (1,214) 458 458 2 32 2 126 126 (4,412) (4,412) (1,132) (1,132) 20,707 (5,040) 15,667 (6,200) (49) 2,105 - (486) 15,922 (928) 14,994 (13,368) (172) 2,901 - - (222) 16,701 (5,418) 11,283 - 217 (419) 7,344 (1,515) 5,829 (2,986) (12) 4,172 (50) - 6,233 (910) 5,323 (3,125) (7) 5,120 430 515 - 5,929 (6,265) (336) (3,152) (21) - 28,051 (6,555) 21,496 (9,186) (61) 6,277 (50) (486) 210,161 22,155 (1,838) 20,317 (16,493) (179) 8,021 430 515 (222) 22,630 (11,683) 10,947 (3,152) 196 (419) FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO femsa annual report 2014 53 Capital Stock Additional Paid-in Capital Retained Earnings Unrealized Gain (Loss) on Available for Sale Securities Valuation of the Effective Portion of Derivative Financial Instrument Exchange Differences Translation of Foreign Operations and Associates on the Remeasurements of the Net Defined Benefit Liability Total Controlling Interest Non-Controlling Interest Total Equity Ps. 3,345 Ps. 20,656 Ps. 114,487 Ps. 4 Ps. 365 Ps. 5,717 Ps. (352) Ps. 144,222 Ps. 47,949 Ps. 192,171 (17) (17) (3,725) (3,725) (1,296) (1,296) 2,134 1 (31) 1 3,346 22,740 349 1,961 (1,647) (170) (170) (1,214) (1,214) 458 458 2 32 2 20,707 (5,040) 15,667 (6,200) (49) 2,105 - (486) 155,259 15,922 (928) 14,994 (13,368) (172) 2,901 - - (222) 7,344 (1,515) 5,829 (2,986) (12) 4,172 (50) - 54,902 6,233 (910) 5,323 (3,125) (7) 5,120 430 515 - 28,051 (6,555) 21,496 (9,186) (61) 6,277 (50) (486) 210,161 22,155 (1,838) 20,317 (16,493) (179) 8,021 430 515 (222) Balances at December 31, 2013 3,346 25,433 130,840 - 181 779 (1,187) 159,392 63,158 222,550 Issuance (repurchase) of shares associated with share-based payment plans 1 216 Other movements of equity method of associates, net of taxes 126 126 (4,412) (4,412) (1,132) (1,132) 16,701 (5,418) 11,283 - 217 (419) 5,929 (6,265) (336) (3,152) (21) - 22,630 (11,683) 10,947 (3,152) 196 (419) Balances at December 31, 2014 Ps. 3,347 Ps. 25,649 Ps. 147,122 Ps. - Ps. 307 Ps. (3,633) Ps. (2,319 ) Ps. 170,473 Ps. 59,649 Ps. 230,122 Issuance (repurchase) of shares associated with share-based payment plans 1 (50) Issuance (repurchase) of shares associated with share-based payment plans Acquisition of Grupo Yoli through issuance of Coca-Cola FEMSA shares (see Note 4) (172) 2,865 Balances at January 1, 2012 Net income Other comprehensive income, net of tax Comprehensive income Dividends declared Acquisition of Grupo Fomento Queretano through issuance of Coca-Cola FEMSA shares (see Note 4) Other transactions of non-controlling interest Other movements of equity method of associates, net of taxes Balances at December 31, 2012 Net income Other comprehensive income, net of tax Comprehensive income Dividends declared Other acquisitions (see Note 4) Increase in share of non-controlling interest Other movements of equity method of associates, net of taxes Net income Other comprehensive income, net of tax Comprehensive income Dividends declared (2) (2) 2 (2) (2) 20,707 20,707 (6,200) (486) 128,508 15,922 15,922 (13,368) (222) 16,701 16,701 (419) FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO 54 Consolidated Statements of Cash Flows For the years ended December 31, 2014, 2013 and 2012. Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.) Cash flows from operating activities: Income before income taxes Adjustments for: Non-cash operating expenses Employee profit sharing Depreciation Amortization Loss (gain) on sale of long-lived assets Gain on sale of shares Disposal of long-lived assets Impairment of long-lived assets Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes Interest income Interest expense Foreign exchange loss, net Monetary position loss, net Market value (gain) on financial instruments Cash flow from operating activities before changes in operating accounts and employee profit sharing Accounts receivable and other current assets Other current financial assets Inventories Derivative financial instruments Suppliers and other accounts payable Other long-term liabilities Other current financial liabilities Post-employment and other long-term employee benefits Cash generated from operations Income taxes paid Net cash generated by operating activities Cash flows from investing activities: Acquisition of Grupo Fomento Queretano, net of cash acquired (see Note 4) Acquisition of Grupo Yoli, net of cash acquired (see Note 4) Acquisition of Companhia Fluminense de Refrigerantes, net of cash acquired (see Note 4) Acquisition of Spaipa S.A. Industria Brasileira de Bebidas, net of cash acquired (see Note 4) Other acquisitions, net of cash acquired (see Note 4) Investment in shares of Coca-Cola FEMSA Philippines, Inc. CCFPI (see Note 10) Other investments in associates and joint ventures (see Note 10) Disposals of subsidiaries and associates, net of cash Purchase of investments Proceeds from investments Interest received Derivative financial instruments Dividends received from associates and joint ventures Long-lived assets acquisitions Proceeds from the sale of long-lived assets Acquisition of intangible assets Investment in other assets Investment in other financial assets Collection in other financial assets Net cash used in investing activities Cash flows from financing activities: Proceeds from borrowings Payments of bank loans Interest paid Derivative financial instruments Dividends paid Acquisition of non-controlling interests Increase in shares of non-controlling interest Other financing activities Net cash (used in) generated by financing activities Increase (decrease) in cash and cash equivalents Initial balance of cash and cash equivalents Effects of exchange rate changes and inflation effects on cash and cash equivalents held in foreign currencies Ending balance of cash and cash equivalents (*) Convenience translation to U.S. dollars ($) – see Note 2.2.3 The accompanying notes are an integral part of these consolidated statements of cash flow. 2014 (*) 2014 2013 2012 $ 1,958 Ps. 28,883 Ps. 29,911 Ps. 36,000 14 77 612 67 - - 10 10 (348) (58) 454 61 22 (5) 2,874 (336) 118 (76) 17 468 (155) 54 (28) 2,936 (401) 2,535 - - - - - - 6 - (41) 40 59 (2) 122 (1,152) 14 (48) (54) (3) - (1,059) 363 (388) (270) (154) (214) - - 33 (630) 846 1,848 209 1,138 9,029 985 7 - 153 145 (5,139) (862) 6,701 903 319 (73) 42,398 (4,962) 1,736 (1,122) 245 6,910 (2,308) 793 (416) 43,274 (5,910) 37,364 - - - - - - 90 - (607) 589 863 (25) 1,801 (16,985) 209 (706) (796) (41) - (15,608) 5,354 (5,721) (3,984) (2,267) (3,152) - - 482 (9,288) 12,468 27,259 752 1,936 8,805 891 (41) - 122 - (4,831) (1,225) 4,331 724 427 (8) 41,794 (1,948) (1,508) (1,541) 402 517 (109) 417 (317) 37,707 (8,949) 28,758 - (1,046) (4,648) (23,056) (3,021) (8,904) (335) - (118) 1,488 1,224 119 1,759 (16,380) 252 (1,077) (1,436) (52) - (55,231) 78,907 (39,962) (3,064) 697 (16,493) - 515 (16) 20,584 (5,889) 36,521 1,683 1,650 7,175 715 (132) (2,148) 133 384 (8,470) (783) 2,506 176 13 (8) 38,894 (746) (977) (2,289) (17) 3,833 (18) 329 (209) 38,800 (8,015) 30,785 (1,114) - - - - - (1,207) 1,055 (2,808) 2,534 777 94 1,697 (14,844) 362 (441) (1,264) - 516 (14,643) 14,048 (5,872) (2,172) (209) (9,186) (6) - (21) (3,418) 12,724 25,841 (287) 2,407 (4,230) 35,497 (3,373) Ps. 27,259 (2,044) Ps. 36,521 Ps. $ FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIES MONTERREY, N.L., MEXICO femsa annual report 2014 55 Notes to the Consolidated Financial Statements As of December 31, 2014, 2013 and 2012. Amounts expressed in millions of U.S. dollars ($) and in millions of Mexican pesos (Ps.) Note 1. Activities of the Company Fomento Económico Mexicano, S.A.B. de C.V. (“FEMSA”) is a Mexican holding company. The principal activities of FEMSA and its subsidiaries (the “Company”), as an economic unit, are carried out by operating subsidiaries and companies under direct and indirect holding company subsidiaries (the “Subholding Companies”) of FEMSA. The following is a description of the activities of the Company as of the date of the issuance of these consolidated financial statements, together with the ownership interest in each Subholding Company: Subholding Company Coca-Cola FEMSA, S.A.B. de C.V. and subsidiaries (“Coca-Cola FEMSA”) % Ownership December 31, 2014 47.9% (1) (63.0% of the voting shares) December 31, 2013 47.9% (1) (63.0% of the voting shares) Activities Production, distribution and marketing of certain Coca-Cola trademark beverages in Mexico, Guatemala, Nicaragua, Costa Rica, Panama, Colombia, Venezuela, Brazil, Argentina and Philippines (see Note 10). At December 31, 2014, The Coca-Cola Company (TCCC) indirectly owns 28.1% of Coca-Cola FEMSA’s capital stock. In addition, shares representing 24.0% of Coca-Cola FEMSA’s capital stock are traded on the Bolsa Mexicana de Valores (Mexican Stock Exchange “BMV”). Its American Depositary Shares (“ADS”) trade on the New York Stock Exchange, Inc (NYSE). 100% 100% Operation of chains of small-box retail formats in Mexico, Colombia and the United States, mainly under the trade name “OXXO.” FEMSA Comercio, S.A. de C.V. and subsidiaries (“FEMSA Comercio”) CB Equity, LLP (“CB Equity”) 100% 100% Other companies 100% 100% (1) The Company controls Coca-Cola FEMSA’s relevant activities. This Company holds Heineken N.V. and Heineken Holding N.V. shares, which represents in the aggregate a 20% economic interest in both entities (“Heineken Company”). Companies engaged in the production and distribution of coolers, commercial refrigeration equipment and plastic cases; as well as transportation logistics and maintenance services to FEMSA’s subsidiaries and to third parties. Note 2. Basis of Preparation 2.1 Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s consolidated financial statements and notes were authorized for issuance by the Company’s Chief Executive Officer Carlos Salazar Lomelín and Chief Financial and Administrative Officer Javier Astaburuaga Sanjines on February 20, 2015. Those consolidated financial statements and notes were then approved by the Company’s Board of Directors on February 25, 2015 and subsequent events have been considered through that date (see Note 28). These consolidated financial statements and their accompanying notes will be presented at the Company’s shareholders meeting in March 19, 2015. The Company´s shareholders have the faculty to approve or modify the Company´s consolidated financial statements. 2.2 Basis of measurement and presentation The consolidated financial statements have been prepared on the historical cost basis, except for the following: • Available-for-sale investments. • Derivative financial instruments. • Long-term notes payable on which fair value hedge accounting is applied. • Trust assets of post-employment and other long-term employee benefit plans. The financial statements of subsidiaries whose functional currency is the currency of a hyperinflationary economy are stated in terms of the measuring unit current at the end of the reporting period. 2.2.1 Presentation of consolidated income statement The Company classifies its costs and expenses by function in the consolidated income statement, in order to conform to the industry practices where the Company operates. Information about expenses by their nature is disclosed in notes of these financial statements. 2.2.2 Presentation of consolidated statements of cash flows The Company’s consolidated statement of cash flows is presented using the indirect method. 56 2.2.3 Convenience translation to U.S. dollars ($) The consolidated financial statements are stated in millions of Mexican pesos (“Ps.”) and rounded to the nearest million unless stated otherwise. However, solely for the convenience of the readers, the consolidated statement of financial position as of December 31, 2014, the consolidated income statement, the consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended December 31, 2014 were converted into U.S. dollars at the exchange rate of 14.7500 Mexican pesos per U.S. dollar as published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates as of that date. This arithmetic conversion should not be construed as representation that the amounts expressed in Mexican pesos may be converted into U.S. dollars at that or any other exchange rate. 2.3 Critical accounting judgments and estimates In the application of the Company’s accounting policies, which are described in Note 3, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. 2.3.1 Key sources of estimation uncertainty The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur. 2.3.1.1 Impairment of indefinite lived intangible assets, goodwill and depreciable long-lived assets Intangible assets with indefinite lives including goodwill are subject to annual impairment tests. An impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in arm’s length transactions of similar assets or observable market prices less incremental costs for disposing of the asset. In order to determine whether such assets are impaired, the Company initially calculates an estimation of the value in use of the cash-generating units to which such assets have been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The Company reviews annually the carrying value of its intangible assets with indefinite lives and goodwill for impairment based on recognized valuation techniques. While the Company believes that its estimates are reasonable, different assumptions regarding such estimates could materially affect its evaluations. Impairment losses are recognized in current earnings in the period the related impairment is determined. The key assumptions used to determine the recoverable amount for the Company’s CGUs, including a sensitivity analysis, are further explained in Notes 3.16 and 12. The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. 2.3.1.2 Useful lives of property, plant and equipment and intangible assets with defined useful lives Property, plant and equipment, including returnable bottles as they are expected to provide benefits over a period of more than one year, as well as intangible assets with defined useful lives are depreciated/amortized over their estimated useful lives. The Company bases its estimates on the experience of its technical personnel as well as based on its experience in the industry for similar assets, see Notes 3.12, 3.14, 11 and 12. 2.3.1.3 Post-employment and other long-term employee benefits The Company regularly evaluates the reasonableness of the assumptions used in its post-employment and other long-term employee benefit computations. Information about such assumptions is described in Note 16. 2.3.1.4 Income taxes Deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The Company regularly reviews its deferred tax assets for recoverability, and records a deferred tax asset based on its judgment regarding the probability of historical taxable income continuing in the future, projected future taxable income and the expected timing of the reversals of existing temporary differences, see Note 24. 2.3.1.5 Tax, labor and legal contingencies and provisions The Company is subject to various claims and contingencies related to tax, labor and legal proceedings as described in Note 25. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management periodically assesses the probability of loss for such contingencies and accrues a provision and/or discloses the relevant circumstances, as appropriate. If the potential loss of any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a provision for the estimated loss. Management’s judgement must be excercised to determine the likelihood of such a loss and an estimate of the amount, due to the subjective nature of the loss. 2.3.1.6 Valuation of financial instruments The Company is required to measure all derivative financial instruments at fair value. The fair values of derivative financial instruments are determined considering quoted prices in recognized markets. If such instruments are not traded, fair value is determined by applying techniques based upon technical models supported by sufficient reliable and verifiable data, recognized in the financial sector. The Company bases its forward price curves upon market price quotations. Management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments, see Note 20. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO57 2.3.1.7 Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities assumed by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that: • Deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12, Income Taxes and IAS 19, Employee Benefits, respectively; • Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2, Share-based Payment at the acquisition date, see Note 3.24; and • Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. Management’s judgement must be exercised to determine the fair value of assets acquired and liabilities assumed. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the Company previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Company previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. For each business combination, with respect to the non-controlling present ownership interests in the acquiree that entitle their holders to a proportionate share of net assets in liquidation, the Company elects whether to measure such interest at fair value or at the proportionate share of the acquiree’s identifiable net assets. 2.3.1.8 Investments in associates If the Company holds, directly or indirectly, 20 per cent or more of the voting power of the investee, it is presumed that it has significant influence, unless it can be clearly demonstrated that this is not the case. If the Company holds, directly or indirectly, less than 20 per cent of the voting power of the investee, it is presumed that the Company does not have significant influence, unless such influence can be clearly demonstrated. Decisions regarding the propriety of utilizing the equity method of accounting for a less than 20 per cent-owned corporate investee requires a careful evaluation of voting rights and their impact on the Company’s ability to exercise significant influence. Management considers the existence of the following circumstances which may indicate that the Company is in a position to exercise significant influence over a less than 20 per cent-owned corporate investee: • Representation on the board of directors or equivalent governing body of the investee; • Participation in policy-making processes, including participation in decisions about dividends or other distributions; • Material transactions between the Company and the investee; • Interchange of managerial personnel; or • Provision of essential technical information. Management also considers the existence and effect of potential voting rights that are currently exercisable or currently convertible when assessing whether the Company has significant influence. In addition, the Company evaluates certain indicators that provide evidence of significant influence, such as: • Whether the extent of the Company’s ownership is significant relative to other shareholders (i.e., a lack of concentration of other shareholders); • Whether the Company’s significant shareholders, fellow subsidiaries, or officers hold additional investment in the investee; and • Whether the Company is a part of significant investee committees, such as the executive committee or the finance committee. 2.3.1.9 Joint arrangements An arrangement can be a joint arrangement even though not all of its parties have joint control of the arrangement. When the Company is a party to an arrangement it shall assess whether the contractual arrangement gives all the parties, or a group of the parties, control of the arrangement collectively; joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that control the arrangement collectively. Management needs to apply judgment when assessing whether all the parties, or a group of the parties, have joint control of an arrangement. When assessing joint control, management considers the following facts and circumstances: a) Whether all the parties or a group of the parties, control the arrangement, considering definition of joint control, as described in Note 3.11.2; and b) Whether decisions about the relevant activities require the unanimous consent of all the parties, or of a group of the parties. As mentioned in Note 10, on January 25, 2013, Coca-Cola FEMSA closed the acquisition of 51% of Coca-Cola FEMSA Philippines, Inc (CCFPI) (formerly Coca-Cola Bottlers Philippines, Inc.). Coca-Cola FEMSA jointly controls CCFPI with TCCC. This is based on the following factors: (i) during the initial four- year period, some relevant activities require joint approval between Coca-Cola FEMSA and TCCC; and (ii) potential voting rights to acquire the remaining 49% of CCFPI are not likely to be exercised in the foreseeable future due to the fact that the call option is “out of the money” as of December 31, 2014 and 2013. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201458 2.3.1.10 Venezuela exchange rates As is further explained in Note 3.3 below, the exchange rate used to account for foreign currency denominated monetary items arising in Venezuela, and also the exchange rate used to translate the financial statements of the Company’s Venezuelan subsidiary for group reporting purposes are both key sources of estimation uncertainty in preparing the accompanying consolidated financial statements. 2.4 Changes in accounting policies The Company has adopted the following new IFRS and amendments to IFRS, during 2014: • Amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities • Amendments to IAS 36, Impairment of Assets • Amendments to IAS 39, Financial Instruments: Recognition and Measurement • Annual Improvements 2010-2012 Cycle • Annual Improvements 2011-2013 Cycle • IFRIC 21, Levies The nature and the effect of the changes are further explained below. Amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities Amendments to IAS 32, “Offsetting Financial Assets and Financial Liabilities”, clarify existing application issues relating to the offsetting requirements. Specifically, the amendments clarify the meaning of ‘currently has a legally enforceable right of set-off’ and ‘simultaneous realization and settlement’. The amendments to IAS 32 are effective for annual periods beginning on or after January 1, 2014, with retrospective application required. The Company adopted these amendments, which had no impact on its consolidated financial statements because the Company´s policy for offsetting financial instruments was already in accordance with the amendments made to IAS 32. Amendments to IAS 36, Impairment of Assets Amendments to IAS 36 “Impairment of Assets”, reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, clarify the disclosures required, and introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. The amendments to IAS 36 are effective for annual periods beginning on or after January 1, 2014. Amendments to IAS 39, Financial Instruments: Recognition and Measurement Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” clarify that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. A novation indicates an event where 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. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO59 Note 3. Significant Accounting Policies 3.1 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has: • Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); • Exposure, or rights, to variable returns from its involvement with the investee; and • The ability to use its power over the investee to affect its returns. When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • The contractual arrangements with the other vote holders of the investee; • Rights arising from other contractual arrangements; and • The Company’s voting rights and potential voting rights. The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Company gains control until the date the Company ceases to control the subsidiary. Consolidated net income and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies. All intercompany assets and liabilities, equity, income, expenses and cash flows have been eliminated in full on consolidation. 3.1.1 Acquisitions of non-controlling interests Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognized as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are measured at carrying amount and reflected in shareholders’ equity as part of additional paid-in capital. 3.1.2 Loss of control Upon the loss of control, the Company derecognizes the assets (including goodwill) and liabilities of the subsidiary, any non-controlling interests, cumulative translation differences recorded in equity and the other components of equity related to the subsidiary. The Company recognizes the fair value of the consideration received, and any surplus or deficit arising on the loss of control is recognized in consolidated net income, including the share by the controlling interest of components previously recognized in other comprehensive income. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for by the equity method or as a financial asset depending on the level of influence retained. 3.2 Business combinations Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Company. In assessing control, the Company takes into consideration substantive potential voting rights. The Company measures goodwill at the acquisition date as the fair value of the consideration transferred plus the fair value of any previously-held equity interest in the acquiree and the recognized amount of any non-controlling interests in the acquiree (if any), less the net recognized amount of the identifiable assets acquired and liabilities assumed. If after reassessment, the excess is negative, a bargain purchase gain is recognized in consolidated net income at the time of the acquisition. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are recognized in consolidated net income of the Company. Costs related to the acquisition, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, if after reassessment, subsequent changes to the fair value of the contingent considerations are recognized in consolidated net income. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete, and discloses that its allocation is preliminary in nature. Those provisional amounts are adjusted during the measurement period (not greater than 12 months), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201460 3.3 Foreign currencies, consolidation of foreign subsidiaries and accounting for investments in associates and joint ventures In preparing the financial statements of each individual subsidiary and accounting for investments in associates and joint ventures, transactions in currencies other than the individual entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not remeasured. Exchange differences on monetary items are recognized in consolidated net income in the period in which they arise except for: • The variations in the net investment in foreign subsidiaries generated by exchange rate fluctuation which are included as part of the exchange differences on translation of foreign operations within the cumulative other comprehensive income (loss) item, which is recorded in equity. • Intercompany financing balances with foreign subsidiaries are considered as long-term investments when there is no plan to pay such financing in the foreseeable future. Monetary position and exchange rate fluctuation regarding this financing is recorded in the exchange differences on translation of foreign operations within the cumulative other comprehensive income (loss) item, which is recorded in equity. • Exchange differences on transactions entered into in order to hedge certain foreign currency risks. For incorporation into the Company’s consolidated financial statements, each foreign subsidiary, associates or joint venture’s individual financial statements are translated into Mexican pesos, as described as follows: • For hyperinflationary economic environments, the inflation effects of the origin country are recognized, and subsequently translated into Mexican pesos using the year-end exchange rate for the consolidated statements of financial position and consolidated income statement and comprehensive income; and • For non-hyperinflationary economic environments, assets and liabilities are translated into Mexican pesos using the year-end exchange rate, equity is translated into Mexican pesos using the historical exchange rate, and the income statement and comprehensive income is translated using the exchange rate at the date of each transaction. The Company uses the average exchange rate of each month only if the exchange rate does not fluctuate significantly. Country or Zone Guatemala Costa Rica Panama Colombia Nicaragua Argentina Venezuela Brazil Euro Zone Philippines Functional / Recording Currency Quetzal Colon U.S. dollar Colombian peso Cordoba Argentine peso Bolivar Reai Euro (€) Philippine peso Exchange Rates of Local Currencies Translated to Mexican Pesos Average Exchange Rate for Exchange Rate as of 2014 1.72 0.02 13.30 0.01 0.51 1.64 1.28 5.66 17.66 0.30 2013 1.62 0.03 12.77 0.01 0.52 2.34 2.13 5.94 16.95 0.30 2012 1.68 0.03 13.17 0.01 0.56 2.90 3.06 6.76 16.92 0.31 December 31, 2014 December 31, 2013 1.94 0.03 14.72 0.01 0.55 1.72 0.29 5.54 17.93 0.33 1.67 0.03 13.08 0.01 0.52 2.01 2.08 5.58 17.98 0.29 The Company has operated under exchange controls in Venezuela since 2003 that affect its ability to remit dividends abroad or make payments other than in local currencies and that may increase the real price of raw materials purchased in local currency. Cash balances of the Company’s Venezuela subsidiary which are not readily available for use within the group are disclosed in Note 5. As of December, 31, 2014, Venezuela´s entities were able to convert bolivars to U.S. dollars at one of three legal exchange rates: i) The official exchange rate. Used for transactions involving what the Venezuelan government considers to be “essential goods and services”. ii) SICAD I. Used for certain transactions, including payment of services and payments related to foreign investments in Venezuela, which were transacted at the state-run Supplementary Foreign Currency Administration System (SICAD-I) exchange rate. The SICAD-I determined an alternative exchange rate based on limited periodic sales of U.S. dollars through auction. iii) SICAD II. The Venezuelan government enacted a new law in 2014 that authorized an additional method of exchanging Venezuelan bolivars to U.S. dollars at rates other than either the official exchange rate or the SICAD-I exchange rate. SICAD-II was used for certain types of defined transactions not otherwise covered by the official exchange rate or the SICAD-I exchange rate. As of December 31, 2014, the official exchange rate was 6.30 bolivars per U.S. dollar (2.34 Mexican peso per bolivar), the SICAD-I exchange rate was 12.00 bolivars per U.S. dollar (1.23 Mexican peso per bolivar), and the SICAD-II exchange rate was 49.99 bolivars per U.S. dollar (0.29 Mexican peso per bolivar). The Company’s recognition of its Venezuela operations involves a two-step accounting process in order to translate into bolivars all transactions in a different currency than the Venezuelan currency and then to translate to Mexican Pesos. Step-one.- Transactions are first recorded in the stand-alone accounts of the Venezuelan subsidiary in its functional currency, that is the bolivars. Any non-bolivar denominated monetary assets or liabilities are translated into bolivar at each balance sheet date using the exchange rate at which the Company expects them to be settled, with the corresponding effect of such translation being recorded in the income statement. As of December 31, 2014 Coca-Cola FEMSA had US $ 449 million in monetary liabilities recorded using the official exchange rate. The Company believes that these payables for imports of essential goods should continue to qualify for settlement at the official exchange rate. If there is a change in the official exchange rate in the future, or should we determine these amounts no longer qualify, we will recognize the impact of this change in the income statement. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 61 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 U.S. dollar in 2013 and 2012, respectively. As a result of the change in exchange rate applied to translate financial statements during 2014 and the devaluation of Bolivar in 2013, the statement of financial position reflects a reduction in equity of Ps. 11,836 and Ps. 3,700, respectively. These reductions in equity are presented as part of other comprehensive income. Official exchange rates for Argentina are published by the Argentine Central Bank. The Argentine peso has experienced significant devaluation over the past several years and the government has adopted various rules and regulations since late 2011 that established new restrictive controls on capital flows into the country. These enhanced exchange controls have practically closed the foreign exchange market to retail transactions. It is widely reported that the Argentine peso/U.S. dollar exchange rate in the unofficial market substantially differs from the official foreign exchange rate. The Argentine government could impose further exchange controls or restrictions on the movement of capital and take other measures in the future in response to capital flight or a significant depreciation of the Argentine peso. The Company uses the official exchange rate. On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint control over a joint venture that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in other comprehensive income in respect of that operation attributable to the owners of the Company are recognized in the consolidated income statement. In addition, in relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognized in profit or loss. For all other partial disposals (i.e., partial disposals of associates or joint ventures that do not result in the Company losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Foreign exchange differences arising are recognized in equity as part of the cumulative translation adjustment. The translation of assets and liabilities denominated in foreign currencies into Mexican pesos is for consolidation purposes and does not indicate that the Company could realize or settle the reported value of those assets and liabilities in Mexican pesos. Additionally, this does not indicate that the Company could return or distribute the reported Mexican peso value equity to its shareholders. 3.4 Recognition of the effects of inflation in countries with hyperinflationary economic environments The Company recognizes the effects of inflation on the financial information of its Venezuelan subsidiary that operates in hyperinflationary economic environments (when cumulative inflation of the three preceding years is approaching, or exceeds, 100% or more in addition to other qualitative factors), which consists of: • Using inflation factors to restate non-monetary assets, such as inventories, property, plant and equipment, intangible assets, including related costs and expenses when such assets are consumed or depreciated; • Applying the appropriate inflation factors to restate capital stock, additional paid-in capital, net income, retained earnings and items of other comprehensive income by the necessary amount to maintain the purchasing power equivalent in the currency of Venezuela on the dates such capital was contributed or income was generated up to the date of these consolidated financial statements are presented; and • Including the monetary position gain or loss in consolidated net income. The Company restates the financial information of subsidiaries that operate in a hyperinflationary economic environment (Venezuela) using the consumer price index of that country. The Venezuelan economy’s cumulative inflation rate for the period 2012-2014, 2011-2013 and 2010-2012 was 210.2%, 139.3% and 94.8%; respectively. While the inflation rate for the period 2010-2012 was less than 100%, it was approaching 100%, and qualitative factors supported its continued classification as a hyper-inflationary economy. During 2014, the International Monetary Fund (IMF) issued a declaration of censure and called on Argentina to adopt remedial measures to address the quality of its official inflation data. The IMF noted that alternative data sources have shown considerably higher inflation rates than the official data since 2008. Consumer price data reported by Argentina from January 2014 onwards reflect the new national CPI (IPCNu), which differs substantively from the preceding CPI. Because of the differences in geographical coverage, weights, sampling, and methodology, the IPCNu data cannot be directly compared to the earlier CPI-GBA data. 3.5 Cash and cash equivalents and restricted cash Cash is measured at nominal value and consists of non-interest bearing bank deposits. Cash equivalents consist principally of short-term bank deposits and fixed rate investments, both with maturities of three months or less at the acquisition date and are recorded at acquisition cost plus interest income not yet received, which is similar to market prices. The Company also maintains restricted cash held as collateral to meet certain contractual obligations (see Note 9.2). Restricted cash is presented within other current financial assets given that the restrictions are short-term in nature. 3.6 Financial assets Financial assets are classified into the following specified categories: “fair value through profit or loss (FVTPL) ,” “held-to-maturity investments,” “available-for-sale” and “loans and receivables” or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The classification depends on the nature and purpose of holding the financial assets and is determined at the time of initial recognition. When a financial asset is recognized initially, the Company measures it at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201462 The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company’s financial assets include cash, cash equivalents and restricted cash, investments with maturities of greater than three months, loans and receivables, derivative financial instruments and other financial assets. 3.6.1 Effective interest rate method The effective interest rate method is a method of calculating the amortized cost of loans and receivables and other financial assets (designated as held to-maturity) and of allocating interest income/expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. 3.6.2 Investments Investments consist of debt securities and bank deposits with maturities of more than three months at the acquisition date. Management determines the appropriate classification of investments at the time of purchase and assesses such designation as of each reporting date (see Note 6). 3.6.2.1 Available-for-sale investments are those non-derivative financial assets that are designated as available for sale or are not classified as loans and receivables, held to maturity investments or financial assets at fair value through profit or loss. These investments are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income. Interest and dividends on investments classified as available-for- sale are included in interest income. The fair values of the investments are readily available based on quoted market prices. The exchange effects of securities available for sale are recognized in the consolidated income statement in the period in which they arise. 3.6.2.2 Held-to maturity investments are those that the Company has the positive intent and ability to hold to maturity, and after initial measurement, such financial assets are subsequently measured at amortized cost, which includes any cost of purchase and premium or discount related to the investment. Subsequently, the premium/discount is amortized over the life of the investment based on its outstanding balance utilizing the effective interest method less any impairment. Interest and dividends on investments classified as held-to maturity are included in interest income. 3.6.3 Loans and receivables Loans and receivables are non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market. Loans and receivables with a stated term (including trade and other receivables) are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. For the years ended December 31, 2014, 2013 and 2012 the interest income on loans and receivables recognized in the interest income line item within the consolidated income statements is Ps. 47, Ps. 127 and Ps. 87, respectively. 3.6.4 Other financial assets Other financial assets include long term accounts receivable and derivative financial instruments. Long term accounts receivable with a stated term are measured at amortized cost using the effective interest method, less any impairment. 3.6.5 Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the financial assets that can be reliably estimated. Evidence of impairment may include indicators as follows: • Significant financial difficulty of the issuer or counterparty; or • Default or delinquent in interest or principal payments; or • It becoming probable that the borrower will enter bankruptcy or financial re-organization; or • The disappearance of an active market for that financial asset because of financial difficulties. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance for doubtful accounts. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in consolidated net income. No impairment was recognized for the years ended December 31, 2014 and 2013. For the year ended December 31, 2012, the Company recognized impairment of Ps. 384 (see Note 19). 3.6.6 Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when: • The rights to receive cash flows from the financial asset have expired, or • The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO63 3.6.7 Offsetting of financial instruments Financial assets are required to be offset against financial liabilities and the net amount reported in the consolidated statement of financial position if, and only when the Company: • Currently has an enforceable legal right to offset the recognized amounts; and • Intends to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. 3.7 Derivative financial instruments The Company is exposed to different risks related to cash flows, liquidity, market and third party credit. As a result, the Company contracts different derivative financial instruments in order to reduce its exposure to the risk of exchange rate fluctuations between the Mexican peso and other currencies, and interest rate fluctuations associated with its borrowings denominated in foreign currencies and the exposure to the risk of fluctuation in the costs of certain raw materials. The Company values and records all derivative financial instruments and hedging activities, in the consolidated statement of financial position as either an asset or liability measured at fair value, considering quoted prices in recognized markets. If such instruments are not traded in a formal market, fair value is determined by applying techniques based upon technical models supported by sufficient, reliable and verifiable market data. Changes in the fair value of derivative financial instruments are recorded each year in current earnings or as a component of cumulative other comprehensive income based on the item being hedged and the effectiveness of the hedge. 3.7.1 Hedge accounting The Company designates certain hedging instruments, which include derivatives in respect of foreign currency risk, as either fair value hedges or cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk. 3.7.2 Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading valuation of the effective portion of derivative financial instruments. The gain or loss relating to the ineffective portion is recognized immediately in consolidated net income, and is included in the market value (gain) loss on financial instruments line item within the consolidated income statements. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to consolidated net income in the periods when the hedged item is recognized in consolidated net income, in the same line of the consolidated income statement as the recognized hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in cumulative other comprehensive income in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in consolidated net income. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in consolidated net income. 3.7.3 Fair value hedges The change in the fair value of a hedging derivative is recognized in the consolidated income statement as foreign exchange gain or loss. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the consolidated income statement as foreign exchange gain or loss. For fair value hedges relating to items carried at amortized cost, any adjustment to carrying value is amortized through profit or loss over the remaining term of the hedge using the EIR method. EIR amortization may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. If the hedged item is derecognized, the unamortized fair value is recognized immediately in profit or loss. When an unrecognized firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognized as an asset or liability with a corresponding gain or loss recognized in the consolidated net income. 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. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201464 All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 — Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 — Are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The Company determines the policies and procedures for both recurring fair value measurements, such as those described in Note 20 and unquoted liabilities such as debt described in Note 18. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. 3.9 Inventories and cost of goods sold Inventories are measured at the lower of cost and net realizable value. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Inventories represent the acquisition or production cost which is incurred when purchasing or producing a product, and are based on the weighted average cost formula. The operating segments of the Company use inventory costing methodologies to value their inventories, such as the weighted average cost method in Coca-Cola FEMSA and retail method in FEMSA Comercio. Cost of goods sold is based on average cost of the inventories at the time of sale. Cost of goods sold in Coca-Cola FEMSA includes expenses related to the purchase of raw materials used in the production process, as well as labor costs (wages and other benefits), depreciation of production facilities, equipment and other costs, including fuel, electricity, equipment maintenance, inspection and plant transfers costs. Cost of goods sold in FEMSA Comercio includes expenses related to the purchase of goods and services used in the sale process of the Company´s products. 3.10 Other current assets Other current assets, which will be realized within a period of less than one year from the reporting date, are comprised of prepaid assets and agreements with customers. Prepaid assets principally consist of advances to suppliers of raw materials, advertising, promotional, leasing and insurance costs, and are recognized as other current assets at the time of the cash disbursement. Prepaid assets are carried to the appropriate caption in the income statement when inherent benefits and risks have already been transferred to the Company or services have been received. The Company has prepaid advertising costs which consist of television and radio advertising airtime paid in advance. These expenses are generally amortized over the period based on the transmission of the television and radio spots. The related production costs are recognized in consolidated net income as incurred. Coca-Cola FEMSA has agreements with customers for the right to sell and promote Coca-Cola FEMSA’s products over a certain period. The majority of these agreements have terms of more than one year, and the related costs are amortized using the straight-line method over the term of the contract, with amortization presented as a reduction of net sales. During the years ended December 31, 2014, 2013 and 2012, such amortization aggregated to Ps. 338, Ps. 696 and Ps. 970, respectively. 3.11 Investments in associates and joint arrangements 3.11.1 Investments in associates Associates are those entities over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control over those policies. Investments in associates are accounted for using the equity method and initial recognition comprises the investment’s purchase price and any directly attributable expenditure necessary to acquire it. The consolidated financial statements include the Company’s share of the consolidated net income and other comprehensive income, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until the date that significant influence ceases. Profits and losses resulting from ‘upstream’ and ‘downstream’ transactions between the Company (including its consolidated subsidiaries) and an associate are recognized in the consolidated financial statements only to the extent of unrelated investors’ interests in the associate. ‘Upstream’ transactions are, for example, sales of assets from an associate to the Company. ‘Downstream’ transactions are, for example, sales of assets from the Company to an associate. The Company’s share in the associate’s profits and losses resulting from these transactions is eliminated. When the Company’s share of losses exceeds the carrying amount of the associate, including any long-term investments, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Company has a legal or constructive obligation to pay the associate or has made payments on behalf of the associate. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO65 Goodwill identified at the acquisition date is presented as part of the investment in shares of the associate in the consolidated statement of financial position. Any goodwill arising on the acquisition of the Company’s interest in an associate is measured in accordance with the Company’s accounting policy for goodwill arising in a business combination, see Note 3.2. After application of the equity method, the Company determines whether it is necessary to recognize an additional impairment loss on its investment in its associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and recognizes the amount in the share of the profit or loss of associates and joint ventures accounted for using the equity method in the consolidated income statements. 3.11.2 Joint arrangements A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The Company classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Company’s rights to the assets and obligations for the liabilities of the arrangements. Joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Company recognizes its interest in the joint ventures as an investment and accounts for that investment using the equity method, as described in Note 3.11.1. As of December 31, 2014 and 2013 the Company does not have an interest in joint operations. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its joint venture. The Company determines at each reporting date whether there is any objective evidence that the investment in the joint ventures is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognizes the amount in the share of the profit or loss of joint ventures accounted for using the equity method in the consolidated statements of income. 3.12 Property, plant and equipment Property, plant and equipment are initially recorded at their cost of acquisition and/or construction, and are presented net of accumulated depreciation and/or accumulated impairment losses, if any. The borrowing costs related to the acquisition or construction of qualifying asset is capitalized as part of the cost of that asset. Major maintenance costs are capitalized as part of total acquisition cost. Routine maintenance and repair costs are expensed as incurred. Investments in progress consist of long-lived assets not yet in service, in other words, that are not yet used for the purpose that they were bought, built or developed. The Company expects to complete those investments during the following 12 months. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted and depreciated for as separate items (major components) of property, plant and equipment. The Company estimates depreciation rates, considering the estimated useful lives of the assets. The estimated useful lives of the Company’s principal assets are as follows: Buildings Machinery and equipment Distribution equipment Refrigeration equipment Returnable bottles Leasehold improvements Information technology equipment Other equipment Years 15-50 10-20 7-15 5-7 1.5-3 The shorter of lease term or 15 years 3-5 3-10 The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds (if any) and the carrying amount of the asset and is recognized in consolidated net income. Returnable and non-returnable bottles: Coca-Cola FEMSA has two types of bottles: returnable and non-returnable. • Non returnable: Are recorded in consolidated net income at the time of product sale. • Returnable: Are classified as long-lived assets as a component of property, plant and equipment. Returnable bottles are recorded at acquisition cost; and for countries with hyperinflationary economies, restated according to IAS 29, “Financial Reporting in Hyperinflationary Economies.” Depreciation of returnable bottles is computed using the straight-line method considering their estimated useful lives. There are two types of returnable bottles: • Those that are in Coca-Cola FEMSA’s control within its facilities, plants and distribution centers; and • Those that have been placed in the hands of customers, but still belong to Coca-Cola FEMSA. Returnable bottles that have been placed in the hands of customers are subject to an agreement with a retailer pursuant to which Coca-Cola FEMSA retains ownership. These bottles are monitored by sales personnel during periodic visits to retailers and Coca-Cola FEMSA has the right to charge any breakage identified to the retailer. Bottles that are not subject to such agreements are expensed when placed in the hands of retailers. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 66 Coca-Cola FEMSA’s returnable bottles are depreciated according to their estimated useful lives (3 years for glass bottles and 1.5 years for PET bottles). Deposits received from customers are amortized over the same useful estimated lives of the bottles. 3.13 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Borrowing costs may include: • Interest expense; and • Exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in consolidated net income in the period in which they are incurred. 3.14 Intangible assets Intangible assets are identifiable non monetary assets without physical substance and represent payments whose benefits will be received in future years. Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition (see Note 3.2). Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. The useful lives of intangible assets are assessed as either finite or indefinite, in accordance with the period over which the Company expects to receive the benefits. Intangible assets with finite useful lives are amortized and mainly consist of: • Information technology and management system costs incurred during the development stage which are currently in use. Such amounts are capitalized and then amortized using the straight-line method over their expected useful lives, with a range in useful lives from 3 to 10 years. Expenses that do not fulfill the requirements for capitalization are expensed as incurred. • Long-term alcohol licenses are amortized using the straight-line method over their estimated useful lives, which range between 12 and 15 years, and are presented as part of intangible assets with finite useful lives. Amortized intangible assets, such as finite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable through its expected future cash flows. Intangible assets with an indefinite life are not amortized and are subject to impairment tests on an annual basis as well as whenever certain circumstances indicate that the carrying amount of those intangible assets exceeds their recoverable value. The Company’s intangible assets with an indefinite life mainly consist of rights to produce and distribute Coca-Cola trademark products in the Company’s territories. These rights are contained in agreements that are standard contracts that The Coca-Cola Company has with its bottlers. As of December 31, 2014, Coca-Cola FEMSA had nine bottler agreements in Mexico: (i) the agreements for Mexico’s Valley territory, which expire in April 2016 and June 2023, (ii) the agreements for the Central territory, which expire in March 2015 (two agreements), May 2015 and July 2016, (iii) the agreement for the Northeast territory, which expires in March 2015 (iv) the agreement for the Bajio territory, which expires in May 2015, and (v) the agreement for the Southeast territory, which expires in June 2023. As of December 31, 2014, Coca-Cola FEMSA had four bottler agreements in Brazil, two expiring in October 2017 and the other two expiring in April 2024. The bottler agreements with The Coca-Cola Company will expire for territories in other countries as follows: Argentina in September 2024; Colombia in June 2024; Venezuela in August 2016; Guatemala in March 2025; Costa Rica in September 2017; Nicaragua in May 2016 and Panama in November 2024. All of these bottler agreements are automatically renewable for ten-year terms, subject to the right of either party to give prior notice that it does not wish to renew the applicable agreement. In addition, these agreements generally may be terminated in the case of material breach. Termination would prevent Coca-Cola FEMSA from selling Coca-Cola trademark beverages in the affected territory and would have an adverse effect on the Company´s business, financial conditions, results from operations and prospects. 3.15 Non-current assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. When the Company is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Company will retain a non-controlling interest in its former subsidiary after the sale. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. 3.16 Impairment of non financial assets At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest CGUs for which a reasonable and consistent allocation basis can be identified. For goodwill and other indefinite lived intangible assets, the Company tests for impairment on an annual basis and whenever certain circumstances indicate that the carrying amount of the cash generating unit might exceed its recoverable amount. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO67 Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized immediately in consolidated net income. Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in consolidated net income. Impairment losses related to goodwill are not reversible. For the year ended December 31, 2014, the Company recognized impairment of Ps. 145 (see Note 19). No impairment was recognized for the years ended December 31, 2013 and 2012. 3.17 Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Interest expenses are recognized immediately in consolidated net income, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Company’s general policy on borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Leasehold improvements on operating leases are amortized using the straight-line method over the shorter of either the useful life of the assets or the related lease term. 3.18 Financial liabilities and equity instruments 3.18.1 Classification as debt or equity Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. 3.18.2 Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. 3.18.3 Financial liabilities Initial recognition and measurement Financial liabilities within the scope of IAS 39 are classified as financial liabilities at FVTPL, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognized initially at fair value less, in the case of loans and borrowings, directly attributable transaction costs. The Company financial liabilities include trade and other payables, loans and borrowings, and derivative financial instruments, see Note 3.7. Subsequent measurement The measurement of financial liabilities depends on their classification as described below. 3.18.4 Loans and borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the consolidated income statements when the liabilities are derecognized as well as through the effective interest method amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest method. The effective interest method amortization is included in interest expense in the consolidated income statements, see Note 18. 3.18.5 Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated income statements. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201468 3.19 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The Company recognizes a provision for a loss contingency when it is probable (i.e., the probability that the event will occur is greater than the probability that it will not) that certain effects related to past events, would materialize and can be reasonably quantified. These events and their financial impact are also disclosed as loss contingencies in the consolidated financial statements when the risk of loss is deemed to be other than remote. The Company does not recognize an asset for a gain contingency until the gain is realized, see Note 25. Restructuring provisions are recognized only when the recognition criteria for provisions are fulfilled. The Company has a constructive obligation when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate timeline. Furthermore, the employees affected must have been notified of the plan’s main features. 3.20 Post-employment and other long-term employee benefits Post-employment and other long-term employee benefits, which are considered to be monetary items, include obligations for pension and retirement plans, seniority premiums and postretirement medical services, are all based on actuarial calculations, using the projected unit credit method. In Mexico, the economic benefits from employee benefits and retirement pensions are granted to employees with 10 years of service and minimum age of 60. In accordance with Mexican Labor Law, the Company provides seniority premium benefits to its employees under certain circumstances. These benefits consist of a one-time payment equivalent to 12 days wages for each year of service (at the employee’s most recent salary, but not to exceed twice the legal minimum wage), payable to all employees with 15 or more years of service, as well as to certain employees terminated involuntarily prior to the vesting of their seniority premium benefit. For qualifying employees, the Company also provides certain post-employment healthcare benefits such as the medical-surgical services, pharmaceuticals and hospital. For defined benefit retirement plans and other long-term employee benefits, such as the Company’s sponsored pension and retirement plans, seniority premiums and postretirement medical service plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. All remeasurements of the Company’s defined benefit obligation such as actuarial gains and losses are recognized directly in other comprehensive income (“OCI”). The Company presents service costs within cost of goods sold, administrative and selling expenses in the consolidated income statements. The Company presents net interest cost within interest expense in the consolidated income statements. The projected benefit obligation recognized in the consolidated statement of financial position represents the present value of the defined benefit obligation as of the end of each reporting period. Certain subsidiaries of the Company have established plan assets for the payment of pension benefits, seniority premiums and postretirement medical services through irrevocable trusts of which the employees are named as beneficiaries, which serve to increase the funded status of such plans’ related obligations. Costs related to compensated absences, such as vacations and vacation premiums, are recognized on an accrual basis. Cost for mandatory severance benefits are recorded as incurred. The Company recognizes a liability and expense for termination benefits at the earlier of the following dates: a) When it can no longer withdraw the offer of those benefits; or b) When it recognizes costs for a restructuring that is within the scope of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets,” and involves the payment of termination benefits. The Company is demonstrably committed to a termination when, and only when, the entity has a detailed formal plan for the termination and is without realistic possibility of withdrawal. A settlement occurs when an employer enters into a transaction that eliminates all further legal of constructive obligations for part or all of the benefits provided under a defined benefit plan. A curtailment arises from an isolated event such as closing of a plant, discontinuance of an operation or termination or suspension of a plan. Gains or losses on the settlement or curtailment of a defined benefit plan are recognized when the settlement or curtailment occurs. During 2014, the Company settled its pension plan in Brazil and consequently recognized the corresponding effects of the settlement on the results of the current period, refer to Note 16. 3.21 Revenue recognition Sales of products are recognized as revenue upon delivery to the customer, and once all the following conditions are satisfied: • The Company has transferred to the buyer the significant risks and rewards of ownership of the goods; • The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • The amount of revenue can be measured reliably; • It is probable that the economic benefits associated with the transaction will flow to the Company; and • The costs incurred or to be incurred in respect of the transaction can be measured reliably. All of the above conditions are typically met at the point in time that goods are delivered to the customer at the customers’ facilities. Net sales reflect units delivered at list prices reduced by promotional allowances, discounts and the amortization of the agreements with customers to obtain the rights to sell and promote the Company’s products. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO69 Rendering of services and other Revenue arising from services of sales of waste material and packing of raw materials are recognized in the other operating revenues caption in the consolidated income statement. The Company recognized these transactions as revenues in accordance with the requirements established in the IAS 18 “Revenue” for delivery of goods and rendering of services, which are: a) The amount of revenue can be measured reliably; b) It is probable that the economic benefits associated with the transaction will flow to the entity. Interest income Revenue arising from the use by others of entity assets yielding interest is recognized once all the following conditions are satisfied: • The amount of the revenue can be measured reliably; and • It is probable that the economic benefits associated with the transaction will flow to the entity. For all financial instruments measured at amortized cost and interest bearing financial assets classified as available for sale, interest income is recorded using the effective interest rate (“EIR”), which is the rate that exactly discounts the estimated future cash or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. The related interest income is included in the consolidated income statements. 3.22 Administrative and selling expenses Administrative expenses include labor costs (salaries and other benefits, including employee profit sharing “PTU”) of employees not directly involved in the sale or production of the Company’s products, as well as professional service fees, the depreciation of office facilities, amortization of capitalized information technology system implementation costs and any other similar costs. Selling expenses include: • Distribution: labor costs (salaries and other related benefits), outbound freight costs, warehousing costs of finished products, write off of returnable bottles in the distribution process, depreciation and maintenance of trucks and other distribution facilities and equipment. For the years ended December 31, 2014, 2013 and 2012, these distribution costs amounted to Ps. 19,236, Ps. 17,971 and Ps. 16,839, respectively; • Sales: labor costs (salaries and other benefits, including PTU) and sales commissions paid to sales personnel; and • Marketing: labor costs (salaries and other benefits), promotional expenses and advertising costs. PTU is paid by the Company’s Mexican and Venezuelan subsidiaries to its eligible employees. In Mexico, employee profit sharing is computed at the rate of 10% of the individual company taxable income, except for considering cumulative dividends received from resident legal persons in Mexico, depreciation of historical rather tax restated values, foreign exchange gains and losses, which are not included until the asset is disposed of or the liability is due and other effects of inflation are also excluded. As of January 1, 2014, PTU in Mexico will be calculated from the same taxable income for income tax, except for the following: a) neither tax losses from prior years nor the PTU paid during the year are deductible; and b) payments exempt from taxes for the employees are fully deductible in the PTU computation. In Venezuela, employee profit sharing is computed at a rate equivalent to 15% of after tax income, and it is no more than four months of salary. 3.23 Income taxes Income tax expense represents the sum of the tax currently payable and deferred tax. Income taxes are charged to consolidated net income as they are incurred, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively. 3.23.1 Current income taxes Income taxes are recorded in the results of the year they are incurred. 3.23.2 Deferred income taxes Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized and if any, future benefits from tax loss carry forwards and certain tax credits. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from initial recognition of goodwill (no recognition of deferred tax liabilities) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, except in the case of Brazil, where certain goodwill amounts are at times deductible for tax purposes. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred income taxes are classified as a long-term asset or liability, regardless of when the temporary differences are expected to reverse. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 201470 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. In Mexico, the income tax rate is 30% for 2012, 2013 and 2014, and as result of Mexican Tax Reform for 2014, it will remain at 30% for the following years (see Note 24). 3.24 Share-based payments arrangements Senior executives of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments. The equity instruments are granted and then held by a trust controlled by the Company until vesting. They are accounted for as equity settled transactions. The award of equity instruments is a fixed monetary value on grant date. Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed and recognized based on the graded vesting method over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in consolidated net income such that the cumulative expense reflects the revised estimate. 3.25 Earnings per share The Company presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is calculated by dividing the net income attributable to controlling interest by the weighted average number of shares outstanding during the period adjusted for the weighted average of own shares purchased in the year. Diluted EPS is determined by adjusting the weighted average number of shares outstanding including the weighted average of own shares purchased in the year for the effects of all potentially dilutive securities, which comprise share rights granted to employees described above. 3.26 Issuance of subsidiary stock The Company recognizes the issuance of a subsidiary’s stock as an equity transaction. The difference between the book value of the shares issued and the amount contributed by the non-controlling interest holder or third party is recorded as additional paid-in capital. Note 4. Mergers, Acquisitions and Disposals 4.1 Mergers and acquisitions The Company had certain business mergers and acquisitions that were recorded using the acquisition method of accounting. The results of the acquired operations have been included in the consolidated financial statements since the date on which the Company obtained control of the business, as disclosed below. Therefore, the consolidated income statements and the consolidated statements of financial position in the years of such acquisitions are not comparable with previous periods. The consolidated statements of cash flows for the years ended December 31, 2013 and 2012 show the merged and acquired operations net of the cash related to those mergers and acquisitions. For the year ended December 31, 2014, the Company did not have any acquisitions or mergers. While the acquired companies disclosed below, from note 4.1.1 to note 4.1.4, represent bottlers of Coca-Cola trademarked beverages, such entities were not under common ownership control prior to their acquisition. 4.1.1 Acquisition of Grupo Spaipa On October 29, 2013, Coca-Cola FEMSA through its Brazilian subsidiary Spal Industria Brasileira de Bebidas, S.A. completed the acquisition of 100% of Grupo Spaipa. Grupo Spaipa is comprised of the bottler entity Spaipa, S.A. Industria Brasileira de Bebidas and three Holding Companies (collectively “Spaipa”) and was acquired for Ps. 26,856 in an all cash transaction. Spaipa was a bottler of Coca-Cola trademark products which operated mainly in Sao Paulo and Paraná, Brazil. This acquisition was made to reinforce Coca-Cola FEMSA’s leadership position in Brazil. Transaction related costs of Ps. 8 were expensed by the Company as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Spaipa was included in operating results from November 2013. The fair value of Grupo Spaipa’s net assets acquired is as follows: Total current assets (including cash acquired of Ps. 3,800) Total non-current assets Distribution rights Total assets Total liabilities Net assets acquired Goodwill Total consideration transferred Preliminary Estimate Disclosed in 2013 Ps. 5,918 5,390 13,731 25,039 (5,734) 19,305 Additional Fair Value Adjustments Ps. - (300) (1) (1,859) (2,159) (1,073) (2) (3,232) 3,232 - 2014 Final Purchase Price Allocation Ps. Ps. 5,918 5,090 11,872 22,880 (6,807) 16,073 10,783 26,856 7,551 Ps. 26,856 Ps. (1) Originated by changes in fair value of property, plant and equipment and investment in associates. (2) Originated by identification of new contingencies which existed before acquisition date as well as changes in valuation of contingencies identified at acquisition date. Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been allocated to Coca-Cola FEMSA’s cash generating unit in Brazil. The goodwill recognized and expected to be deductible for income tax purposes according to Brazil tax law, is Ps. 22,202. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Selected income statement information of Spaipa for the period from the acquisition date through December 31, 2013 is as follows: Income Statement Total revenues Income before income taxes Net income 71 2013 2,466 354 311 Ps. Ps. 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: Total current assets (including cash acquired of Ps. 9) Total non-current assets Distribution rights Total assets Total liabilities Net assets acquired Goodwill Total consideration transferred Preliminary Estimate Disclosed in 2013 Ps. Ps. 515 1,467 2,634 4,616 (1,581) 3,035 1,622 4,657 Additional Fair Value Adjustments 2014 Final Purchase Price Allocation Ps. Ps. - 254 (1) (557) (303) (382) (2) (685) 685 - Ps. Ps. 515 1,721 2,077 4,313 (1,963) 2,350 2,307 4,657 (1) Originated by changes in fair value of property, plant and equipment and investment in associates. (2) Originated by identification of new contingencies which existed before acquisition date as well as changes in valuation of contingencies identified at acquisition date. Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been allocated to Coca-Cola FEMSA’s cash generating unit in Brazil. The goodwill recognized and expected to be deductible for income tax purposes according to Brazil tax law is Ps. 4,581. Selected income statement information of Companhia Fluminense for the period from the acquisition date through December 31, 2013 is as follows: Income Statement Total revenues Loss before taxes Net loss 2013 981 (39) (34) Ps. Ps. 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: Total current assets (including cash acquired of Ps. 63) Total non-current assets Distribution rights Total assets Total liabilities Net assets acquired Goodwill Total consideration transferred 2013 837 2,144 3,503 6,484 (1,487) 4,997 4,133 9,130 Ps. Ps. 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. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 72 Selected income statement information of Grupo YOLI for the period from the acquisition date through December 31, 2013 is as follows: Income Statement Total revenues Income before taxes Net income 2013 2,240 70 44 Ps. Ps. 4.1.4 Merger with Grupo Fomento Queretano On May 4, 2012, Coca-Cola FEMSA completed the merger of 100% of Grupo Fomento Queretano. Grupo Fomento Queretano comprised the bottler entity Refrescos Victoria del Centro, S. de R.L. de C.V. and three other entities. Grupo Fomento Queretano was a bottler of Coca-Cola trademark products in the state of Queretaro in Mexico. This merger was made to reinforce Coca-Cola FEMSA’s leadership position in Mexico. The transaction involved the issuance of 45,090,375 new L shares of Coca-Cola FEMSA, along with a cash payment prior to closing of Ps. 1,221, in exchange for 100% share ownership of Grupo Fomento Queretano, which was accomplished through a merger. The total purchase price was Ps. 7,496 based on a share price of Ps. 139.22 per share on May 4, 2012. Transaction related costs of Ps. 12 were expensed by Coca-Cola FEMSA as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Grupo Fomento Queretano was included in operating results from May 2012. The fair value of the Grupo Fomento Queretano’s net assets acquired is as follows: Total current assets (including cash acquired of Ps. 107) Total non-current assets Distribution rights Total assets Total liabilities Net assets acquired Goodwill Total consideration transferred 2012 445 2,123 2,921 5,489 (598) 4,891 2,605 7,496 Ps. Ps. 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 goowill will not be tax deductible. Selected income statement information of Grupo Fomento Queretano for the period from the acquisition date through December 31, 2012 is as follows: Income Statement Total revenues Income before taxes Net income 2012 2,293 245 186 Ps. Ps. 4.1.5 Other acquisitions During 2013, other cash payments, net of cash acquired, related to the Company’s smaller acquisitions amounted to Ps. 3,021. These payments were primarily related to the following: acquisition of Expresso Jundiaí, supplier of logistics services in Brazil, with experience in the service industry breakbulk logistics, warehousing and value added services. Expresso Jundiaí operated a network of 42 operating bases as of the date of the agreement, and has presence in six states in South and Southeast Brazil; acquisition of 80% of Doña Tota, brand leader in quick service restaurants in Notheast Mexico, originated in the state of Tamaulipas, Mexico, which operated 204 restaurants in Mexico and 11 in the state of Texas, United States, as of the date of the agreement. This transaction resulted in the acquistion of assets and rights for the production, processing, marketing and distribution of its fast food products, which was treated as business combination according to IFRS 3 “Business Combinations;” acquisition of Farmacias Moderna, leading pharmacy in the state of Sinaloa, Mexico which operated 100 stores in Mazatlan, Sinaloa as of the date of the agreement; and acquisition of 75% of Farmacias YZA, a leading pharmacy in Southeast Mexico, in the state of Yucatan, which operated 330 stores, as of the date of the agreement. Unaudited Pro Forma Financial Data The following unaudited consolidated pro forma financial data represent the Company’s historical financial statements, adjusted to give effect to (i) the acquisition of Spaipa, Companhia Fluminense and merger of Grupo Yoli, mentioned in the preceding paragraphs as if they occurred on January 1, 2013; and (ii) certain accounting adjustments mainly related to the pro forma depreciation of fixed assets of the acquired companies. Unaudited Pro Forma Financial Data for all other acquisitions is not included,as they are not material. Total revenues Income before income taxes and share of the profit of associates and joint ventures accounting for using the equity method Net income Basic net controlling interest income per share Series “B” Basic net controlling interest income per share Series “D” Unaudited pro forma financial information for the –year ended December 31, 2013 Ps. 270,705 23,814 20,730 0.76 0.95 Ps. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Below are pro-forma 2012 results as if Grupo Fomento Queretano was acquired on January 1, 2012: Total revenues Income before income taxes and share of the profit of associates and joint ventures accounting for using the equity method Net income Basic net controlling interest income per share Series “B” Basic net controlling interest income per share Series “D” 73 Unaudited pro forma financial information for the –year ended December 31, 2012 Ps. 239,297 27,618 28,104 1.03 1.30 Ps. 4.2 Disposals During 2012, gain on sale for shares from the disposal of subsidiaries and investments of associates amounted to Ps. 1,215, primarily related to the sale of the Company’s subsidiary Industria Mexicana de Quimicos, S.A. de C.V., a manufacturer and supplier of cleaning and sanitizing products and services related to food and beverage industrial processes, as well as of water treatment, for an amount of Ps. 975. The Company recognized a gain of Ps. 871, as a sales of shares within other income, which is the difference between the fair value of the consideration received and the book value of the net assets disposed. None of the Company’s other disposals was individually significant. (See Note 19). Note 5. Cash and Cash Equivalents For the purposes of the statement of cash flows, cash includes cash on hand and in banks and cash equivalents, which are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with a maturity date of three months or less at their acquisition date. Cash at the end of the reporting period as shown in the consolidated statement of cash flows is comprised of the following: Cash and bank balances Cash equivalents (see Note 3.5) December 31, 2014 December 31, 2013 Ps. Ps. 12,654 22,843 35,497 Ps. Ps. 16,862 10,397 27,259 As explained in Note 3.3 above, the Company operates in Venezuela, which has a certain level of exchange control restrictions, which might prevent cash and cash equivalent balances from being available for use elsewhere in the group. At December 31, 2014 and 2013, cash and cash equivalent balances of the Company’s Venezuela subsidiaries were Ps. 1,954 and Ps. 5,603, respectively. Note 6. Investments As of December 31, 2014 and 2013 investments are classified as held-to maturity, the carrying value of the investments is similar to their fair value. The following is a detail of held-to maturity investments: Held-to Maturity (1) Bank Deposits Acquisition cost Accrued interest Amortized cost 2014 143 1 144 144 Ps. Ps. Ps. 2013 125 1 126 126 Ps. Ps. Ps. (1) Denominated in euros at a fixed interest rate. Investments as of December 31, 2014 mature during 2015. For the years ended December 31, 2014, 2013 and 2012, the effect of the investments in the consolidated income statements under the interest income item is Ps. 3, Ps. 3 and Ps. 23, respectively. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 74 Note 7. Accounts Receivable, Net Trade receivables Allowance for doubtful accounts Current trade customer notes receivable The Coca-Cola Company (see Note 14) Loans to employees Other related parties (see Note 14) Heineken Company (see Note 14) Others December 31, 2014 Ps. Ps. 9,083 (456) 229 1,584 242 273 811 2,076 13,842 December 31, 2013 9,294 (489) 185 1,700 275 235 454 1,144 12,798 Ps. Ps. 7.1 Trade receivables Accounts receivable representing rights arising from sales and loans to employees or any other similar concept, are presented net of discounts and the allowance for doubtful accounts. Coca-Cola FEMSA has accounts receivable from The Coca-Cola Company arising from the latter’s participation in advertising and promotional programs and investment in refrigeration equipment and returnable bottles made by Coca-Cola FEMSA. The carrying value of accounts receivable approximates its fair value as of December 31, 2014 and 2013. Aging of past due but not impaired (days outstanding) 60-90 days 90-120 days 120+ days Total 7.2 Changes in the allowance for doubtful accounts Opening balance Allowance for the year Charges and write-offs of uncollectible accounts Restatement of beginning balance in hyperinflationary economies and effects of changes in foreign exchange rates Ending balance December 31, 2014 December 31, 2013 Ps. Ps. Ps. Ps. 65 24 182 271 2013 413 154 (34) (44) 489 Ps. Ps. Ps. Ps. 208 40 299 547 2012 343 330 (232) (28) 413 2014 489 94 (90) (37) 456 Ps. Ps. 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) 60-90 days 90-120 days 120+ days Total Ps. Ps. 13 10 433 456 Ps. Ps. December 31, 2014 December 31, 2013 69 14 406 489 7.3 Payments from The Coca-Cola Company The Coca-Cola Company participates in certain advertising and promotional programs as well as in the Coca-Cola FEMSA’s refrigeration equipment and returnable bottles investment program. Contributions received by Coca-Cola FEMSA for advertising and promotional incentives are recognized as a reduction in selling expenses and contributions received for the refrigeration equipment and returnable bottles investment program are recorded as a reduction in the investment in refrigeration equipment and returnable bottles items. For the years ended December 31, 2014, 2013 and 2012 contributions received were Ps. 4,118, Ps. 4,206 and Ps. 3,018, respectively. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Note 8. Inventories Finished products Raw materials Spare parts Work in process Inventories in transit Other 75 December 31, 2014 Ps. Ps. 10,989 3,493 1,353 279 929 171 17,214 December 31, 2013 10,492 4,934 1,404 238 1,057 164 18,289 Ps. Ps. For the years ended at 2014, 2013 and 2012, the Company recognized write-downs of its inventories for Ps. 1,028, Ps. 1,322 and Ps. 793 to net realizable value, respectively. For the years ended at 2014, 2013 and 2012, changes in inventories are comprised as follows and included in the consolidated income statement under the cost of goods sold caption: Changes in inventories of finished goods and work in progress Raw materials and consumables used Total 2014 Ps. 92,390 55,038 Ps. 147,428 2013 76,163 49,740 125,903 Ps. Ps. 2012 68,712 51,033 119,745 Ps. Ps. Note 9. Other Current Assets and Other Current Financial Assets 9.1 Other current assets Prepaid expenses Agreements with customers Short-term licenses Other Prepaid expenses as of December 31, 2014 and 2013 are as follows: Advances for inventories Advertising and promotional expenses paid in advance Advances to service suppliers Prepaid leases Prepaid insurance Others December 31, 2014 Ps. Ps. 1,375 161 68 184 1,788 December 31, 2013 1,666 148 55 110 1,979 Ps. Ps. December 31, 2014 Ps. Ps. 380 156 517 80 29 213 1,375 December 31, 2013 478 191 309 120 33 535 1,666 Ps. Ps. Advertising and promotional expenses paid in advance recorded in the consolidated income statement for the years ended December 31, 2014, 2013 and 2012 amounted to Ps. 4,460, Ps. 6,232 and Ps. 4,471, respectively. 9.2 Other current financial assets Restricted cash Derivative financial instruments (see Note 20) Short term note receivable December 31, 2014 Ps. Ps. 1,213 384 1,000 2,597 December 31, 2013 3,106 28 843 3,977 Ps. Ps. The Company has pledged part of its short-term deposits in order to fulfill the collateral requirements for the accounts payable in different currencies. As of December 31, 2014 and 2013, the fair value of the short-term deposit pledged were: Venezuelan bolivars Brazilian reais Colombian pesos December 31, 2014 Ps. Ps. 550 640 23 1,213 December 31, 2013 2,658 340 108 3,106 Ps. Ps. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 76 Note 10. Investments in Associates and Joint Ventures Details of the Company’s associates and joint ventures accounted for under the equity method at the end of the reporting period are as follows: Investee Heineken Company (1) (2) Coca-Cola FEMSA: Joint ventures: Grupo Panameño de Bebidas Dispensadoras de Café, S.A.P.I. de C.V. Estancia Hidromineral Itabirito, LTDA Coca-Cola FEMSA Philippines, Inc. (“CCFPI”) Associates: Promotora Industrial Azucarera, S.A. de C.V. (“PIASA”) Industria Envasadora de Querétaro, S.A. de C.V.(“IEQSA”) Industria Mexicana de Reciclaje, S.A. de C.V. (“IMER”) Jugos del Valle, S.A.P.I. de C.V. KSP Partiçipações, LTDA Leao Alimentos e Bebidas, L.T.D.A. (3) Other investments in Coca-Cola FEMSA’s companies FEMSA Comercio: Café del Pacífico, S.A.P.I. de C.V. (Caffenio) (1) Other investments (1) (4) (1) Associate. Ownership Percentage Carrying Amount Principal Activity Place of Incorporation December 31, 2014 December 31, 2013 December 31, 2014 December 31, 2013 Beverages The Netherlands 20.0% 20.0% Ps. 83,710 Ps. 80,351 Beverages Services Bottling and distribution Bottling Panama Mexico 50.0% 50.0% Brazil Philippines 50.0% 51.0% Sugar production Mexico Canned bottling Mexico Mexico Mexico Brazil Brazil Various Recycling Beverages Beverages Beverages Various 36.3% 32.8% 35.0% 26.3% 38.7% 24.4% Various Coffee Various Mexico Various 40.0% Various 50.0% 50.0% 50.0% 51.0% 36.3% 32.8% 35.0% 26.2% 38.7% 26.1% Various 40.0% Various 1,740 190 164 9,021 2,082 194 98 1,470 91 1,670 606 892 187 142 9,398 2,034 181 90 1,470 85 2,176 112 467 656 Ps. 102,159 466 746 Ps. 98,330 (2) As of December 31, 2014, comprised of 12.53% of Heineken, N.V. and 14.94% of Heineken Holding, N.V., which represents an economic interest of 20% in Heineken. The Company has significant influence, mainly, due to the fact that it participates in the Board of Directors of Heineken Holding, N.V. and the Supervisory Board of Heineken N.V.; and for the material transactions between the Company and Heineken Company. (3) During March 2013, Holdfab2 Partiçipações Societárias, LTDA and SABB- Sistema de Alimentos e Bebidas Do Brasil, LTDA. were merged into Leao Alimentos e Bebidas, Ltda. (4) Joint ventures. As mentioned in Note 4, on May 24, 2013 and May 4, 2012, Coca-Cola FEMSA completed the acquisition of 100% of Grupo Yoli and Grupo Fomento Queretano, respectively. As part of these acquisitions, Coca-Cola FEMSA increased its equity interest to 36.3% and 26.1% in Promotora Industrial Azucarera, S.A de C.V., respectively. Coca-Cola FEMSA has recorded the incremental interest acquired at its estimated fair value. During 2014 Coca-Cola FEMSA converted its account receivable from Compañía Panameña de Bebidas, S.A.P.I. de C.V. in the amount of Ps. 814 into an additional capital contribution in the investee. During 2014 and 2013 Coca-Cola FEMSA made capital contributions to Jugos del Valle, S.A.P.I. de C.V. in the amount of Ps. 25 and Ps. 27, respectively. During 2014 Coca-Cola FEMSA received dividends from Jugos del Valle, S.A.P.I. de C.V. in the amount of Ps. 48. On January 25, 2013, Coca-Cola FEMSA finalized the acquisition of 51% of CCFPI for an amount of $688.5 U.S. dollars (Ps. 8,904) in an all-cash transaction. As part of the agreement, Coca-Cola FEMSA obtained a call option to acquire the remaining 49% of CCFPI at any time during the seven years following the closing. Coca-Cola FEMSA also has a put option to sell its 51% ownership to The Coca-Cola Company at any time from the fifth anniversary of the date of acquisition until the sixth anniversary, at a price which is based in part on the fair value of CCFPI at the date of acquisition (see Note 20.7). From the date of the investment acquisition through December 31, 2014, the results of CCFPI have been recognized by Coca-Cola FEMSA using the equity method, this is based on the following factors: (i) during the initial four-year period some relevant activities require joint approval between Coca-Cola FEMSA and The Coca-Cola Company; and (ii) potential voting rights to acquire the remaining 49% of CCFPI are not probable to be executed in the foreseeable future due to the fact that the call option is “out of the money” as of December 31, 2014 and 2013. On February 23, 2012, a wholly-owned subsidiary of Mitsubishi Corporation, and Stichting Depositary PGGM Infrastructure Funds, a pension fund managed by PGGM, acquired the 45% interest held by FEMSA in the parent companies of the Mareña Renovables Wind Power Farm. The sale of FEMSA’s participation as an investor resulted in a gain of Ps. 933. Certain subsidiaries of FEMSA, FEMSA Comercio and Coca-Cola FEMSA have entered into 20-year wind power supply agreements with the Mareña Renovables Wind Power Farm to purchase some of the energy output produced by it. These agreements will remain in full force and effect. On April 30, 2010, the Company acquired an economic interest of 20% of Heineken Group. Heineken’s main activities are the production, distribution and marketing of beer worldwide. The Company recognized an equity income of Ps. 5,244, Ps. 4,587 and Ps. 8,311, net of taxes regarding its interest in Heineken for the years ended December 31, 2014, 2013 and 2012, respectively. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Summarized financial information in respect of the associate Heineken accounted for under the equity method is set out below. December 31, 2014 December 31, 2013 77 Total current assets Total non-current assets Total current liabilities Total non-current liabilities Total equity Equity attributable to equity holders of Heineken Total revenue and other income Total cost and expenses Net income Net income attributable to equity holders of the company Other comprehensive income Total comprehensive income Total comprehensive income attributable to equity holders of the company Million of Peso Ps. 109,101 515,282 152,950 230,285 241,148 222,453 Ps. 342,313 293,134 Ps. 30,216 26,819 4,210 Ps. 34,426 29,826 €. €. €. €. Euro 6,086 28,744 8,532 12,846 13,452 12,409 19,350 16,570 1,708 1,516 238 1,946 1,686 Million of Peso Euro Ps. 98,814 500,667 143,913 233,376 222,192 205,038 Ps. 333,437 289,605 Ps. 27,236 23,409 (18,998) Ps. 8,238 5,766 €. 5,495 27,842 8,003 12,978 12,356 11,402 €. 19,429 16,875 1,587 1,364 (1,107) 480 336 €. € Reconciliation from the equity of the associate Heineken to the investment of the Company. December 31, 2014 December 31, 2013 Million of Peso Euro Million of Peso Euro Equity attributable to equity holders of Heineken Effects of fair value determined by Purchase Price Allocation Goodwill Equity attributable to equity holders of Heineken adjusted Economic ownership percentage Investment in Heineken Company Ps. 222,453 88,537 107,560 Ps. 418,550 20% Ps. 83,710 €. 12,409 4,939 6,000 €. 23,348 20% 4,670 €. Ps. 205,038 88,822 107,895 Ps. 401,755 20% Ps. 80,351 €. 11,402 4,939 6,000 €. 22,341 20% €. 4,468 As of December 31, 2014 and 2013 fair value of Company’s investment in Heineken N.V. Holding and Heineken N.V. represented by shares equivalent to 20% of its outstanding shares amounted to Ps. 116,327 (€ 6,489 million) and Ps. 99,279 (€ 5,521 million) based on quoted market prices of those dates. As of February 25, 2015, issuance date of these consolidated financial statements, fair value amounted to € 7,503 million. During the years ended December 31, 2014, 2013 and 2012, the Company received dividends distributions from Heineken, amounting to Ps. 1,795, Ps. 1,752 and Ps. 1,697, respectively. Summarized financial information in respect of the interests in individually immaterial of Coca-Cola FEMSA’s associates accounted for under the equity method is set out below. Total current assets Total non-current assets Total current liabilities Total non-current liabilities Total revenue Total cost and expenses Net income (1) (1) Includes FEMSA Comercio’s investments and other investments. 2014 Ps. 8,622 17,854 5,612 2,684 Ps. 20,796 20,173 502 Ps. Ps. 2013 8,232 18,957 4,080 3,575 20,889 20,581 433 Ps. Ps. 2012 6,958 12,023 3,363 2,352 16,609 15,514 858 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. Total current assets Total non-current assets Total current liabilities Total non-current liabilities Total revenue Total cost and expenses Net (loss) income (1) (1) Includes FEMSA Comercio’s investments and other investments. Ps. Ps. 2014 8,735 22,689 5,901 2,699 18,557 19,019 (328) Ps. Ps. 2013 8,622 18,483 6,547 1,939 16,844 16,622 113 Ps. Ps. 2012 1,612 2,616 1,977 106 2,187 2,262 (77) FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 78 The Company’s share of other comprehensive income from equity investees, net of taxes for the year ended December 31, 2014, 2013 and 2012 are as follows: Valuation of the effective portion of derivative financial instruments Exchange differences on translating foreign operations Remeasurements of the net defined benefit liability 2014 (257) 1,579 (881) 441 Ps. Ps. 2013 (91) (3,029) 491 (2,629) Ps. Ps. 2012 113 183 (1,077) (781 ) Ps. Ps. Note 11. Property, Plant and Equipment, Net Cost Land Buildings Machinery and Equipment Refrigeration Equipment Returnable Bottles Investments in Fixed Assets in Progress Leasehold Improvements in progress 389 1,158 992 785 (6,296) 1,828 Cost as of January 1, 2012 Additions Additions from business combinations Adjustments of fair value of past business combinations Transfer of completed projects in progress Transfer to/(from) assets classified as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Capitalization of borrowing costs Cost as of December 31, 2012 Cost as of January 1, 2013 Additions Additions from business combinations Transfer of completed projects Transfer to/(from) assets classified as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Capitalization of borrowing costs Cost as of December 31, 2013 Cost as of January 1, 2014 Additions Changes in fair value of past acquisitions Transfer of completed projects in progress Transfer to/(from) assets classified as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Capitalization of borrowing costs Cost as of December 31, 2014 Other Total 595 Ps. 86,555 14,844 186 1,184 - - - (210) - Ps. 5,144 329 206 Ps. 13,066 Ps. 40,624 4,607 486 415 390 Ps. 10,636 1,176 84 Ps. 4,115 1,434 18 Ps. 4,102 6,511 - Ps. 8,273 Ps. 186 - (39) 901 - (591) (451) 275 - 11,991 11,991 1,107 428 1,144 - (749) 57 137 - (82) (107) 312 339 - (131) (462) 1,721 (34) (963) (485) (2,051) 85 - Ps. 5,769 Ps. 5,769 433 536 471 - 1,138 16 Ps. 14,377 Ps. 45,082 Ps. 14,377 Ps. 45,082 4,648 2,814 167 2,278 Ps. Ps. (77) - (1) 765 (5,183) 1,320 - (324) (134) 17 - 5,814 5,814 1,435 96 Ps. Ps. - (14) (28) - (100) - (69) (34) (2,274) (60) (41) (3,357) (31) - Ps. 5,357 Ps. 5,357 8,238 614 Ps. Ps. - - 9,618 Ps. 9,618 Ps. 11 36 83 - 2,038 16 754 Ps. 98,762 754 Ps. 98,762 16,380 341 7,066 264 - (11) - (291) (216) (2,049) (250) (1,336) (3,678) (1,135) 228 - Ps. 7,094 1,191 - 2,252 32 Ps. 17,544 Ps. 49,877 Ps. 7,094 803 (115) Ps. 17,544 Ps. 49,877 4,156 891 54 (610) Ps. Ps. 603 - 13,389 13,389 32 (57) Ps. Ps. - - (15) - (216) (4,884) - (697) (103) (55) (7,314) - (748) (291) 165 - Ps. 7,039 Ps. 7,039 11,209 (68) - - 10,693 Ps. 277 - 4,762 32 1,566 Ps. 114,588 Ps. Ps. 10,693 Ps. 99 99 1,566 Ps. 114,588 16,985 (113) 234 (253) - (324) (466) 46 - 7,386 7,386 398 - - - (17) 1,717 2,823 1,523 1,994 (10,050) 1,990 - (144) (134) (2,243) - (632) - (60) - (5) - (587) 3 - (79) - (134) (3,767) (664) (3,125) (5,415) (1,975) (323) (545) (44) (506) (12,597) 110 - Ps. 7,211 355 - 531 33 Ps. 15,791 Ps. 50,519 186 - Ps. 12,466 7 - 9,402 Ps. 29 263 Ps. 7,872 - - Ps. 12,250 Ps. 110 - 1,328 296 1,075 Ps. 116,586 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 79 Accumulated Depreciation Land Buildings Machinery and Equipment Refrigeration Equipment Investments in Returnable Fixed Assets in Progress Bottles Leasehold Improvements Other Total Accumulated Depreciation as of January 1, 2012 Depreciation for the year Transfer (to)/from assets classified as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Accumulated Depreciation Ps. - - - - - - Ps. (4,161) Ps. (361) (17,849) (3,781) Ps. (6,044) (1,173) Ps. (1,031) (1,149) Ps. 1 158 200 10 951 749 - 492 303 (288) (641) (200) - 200 (5) (3) - - - - - - Ps. (2,699) Ps. (639) (208) Ps. (31,992) (7,175) (72) - 94 68 - (26) 1 (5) (5) (15) 1,896 1,310 (1,137) as of December 31, 2012 Ps. - Ps. (4,451) Ps. (20,561) Ps. (6,622) Ps. (1,988) Ps. - Ps. (3,176) Ps. (315) Ps. (37,113) Accumulated Depreciation as of January 1, 2013 Depreciation for the year Transfer (to)/from assets classified Ps. as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Accumulated Depreciation as of December 31, 2013 Accumulated Depreciation as of January 1, 2014 Depreciation for the year Transfer (to)/from assets classified as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Accumulated Depreciation as of December 31, 2014 Carrying Amount As of December 31, 2012 As of December 31, 2013 As of December 31, 2014 - - - - - - - - - - - - - - Ps. (4,451) Ps. (431) (20,561) (4,380) Ps. (6,622) (1,452) Ps. (1,988) (1,662) Ps. - 200 591 105 1,992 2,061 - 785 755 (583) (996) (442) - 33 143 (6) - - - - - - Ps. (3,176) Ps. (784) (315) Ps. (37,113) (8,805) (96) - 682 8 - - 6 73 105 3,698 3,631 (122) (2,149) Ps. (4,674) Ps. (21,779) Ps. (6,976) Ps. (3,480) Ps. - Ps. (3,270) Ps. (454) Ps.(40,633) Ps. (4,674) Ps. (466) (21,779) (4,525) Ps. (6,976) (1,181) Ps. (3,480) (1,879) Ps. - 77 62 2,086 - 602 1,512 3,481 1,046 (175) (707) (135) - 57 105 (8) - - - - - - Ps. (3,270) Ps. (863) (454) Ps. (40,633) (9,029) (115) - 517 2 - - 1 62 3,340 236 6,382 (54) (1,079) Ps. (3,726) Ps. (21,382) Ps. (6,644) Ps. (5,205) Ps. - Ps. (3,614) Ps. (386) Ps. (40,957) Ps. Ps. Ps. Ps. 5,769 Ps. 7,094 Ps. 7,211 Ps. 9,926 Ps. 24,521 Ps. 12,870 Ps. 28,098 Ps. 12,065 Ps. 29,137 Ps. Ps. Ps. 5,369 6,413 5,822 Ps. 3,826 Ps. 3,906 4,197 Ps. Ps. 5,357 Ps. 7,039 Ps. 7,872 6,442 Ps. Ps. Ps. 7,423 Ps. Ps. 8,636 Ps. 439 Ps. 61,649 1,112 Ps. 73,955 689 Ps. 75,629 During the years ended December 31, 2014, 2013 and 2012 the Company capitalized Ps. 296, Ps. 32 and Ps. 16, respectively of borrowing costs in relation to Ps. 1,915, Ps. 790 and Ps. 196 in qualifying assets. The effective interest rates used to determine the amount of borrowing costs eligible for capitalization were 4.8%, 4.1% and 4.3%, respectively. For the years ended December 31, 2014, 2013 and 2012 interest expense, interest income and net foreign exchange losses are analyzed as follows: Interest expense, interest income and foreign exchange losses Amount capitalized (1) Net amount in consolidated income statements 2014 7,080 338 6,742 Ps. Ps. 2013 Ps. 3,887 57 Ps. 3,830 2012 1,937 38 1,899 Ps. Ps. (1) Amount capitalized in property, plant and equipment and amortized intangible assets. Commitments related to acquisitions of property, plant and equipment are disclosed in Note 25. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 80 Note 12. Intangible Assets Cost Cost as of January 1, 2012 Purchases Acquisition from business combinations Capitalization of internally developed systems Adjustments of fair value of past business combinations Transfer of completed development systems Disposals Effect of movements in exchange rates Changes in value on the recognition of inflation effects Capitalization of borrowing costs Balance as of December 31, 2012 Cost as of January 1, 2013 Purchases Acquisition from business combinations Transfer of completed development systems Disposals Effect of movements in exchange rates Changes in value on the recognition of inflation effects Capitalization of borrowing costs Cost as of December 31, 2013 Cost as of January 1, 2014 Purchases Change in fair value of past acquisitions Transfer of completed development systems Disposals Effect of movements in exchange rates Changes in value on the recognition of inflation effects Capitalization of borrowing costs Cost as of December 31, 2014 Amortization and Impairment Losses Amortization as of January 1, 2012 Amortization expense Disposals Effect of movements in exchange rates Amortization as of December 31, 2012 Amortization as of January 1, 2013 Amortization expense Disposals Effect of movements in exchange rates Amortization as of December 31, 2013 Amortization as of January 1, 2014 Amortization expense Impairment losses Disposals Effect of movements in exchange rates Amortization as of December 31, 2014 Carrying Amount As of December 31, 2012 As of December 31, 2013 As of December 31, 2014 Rights to Produce and Distribute Coca-Cola Trademark Products Goodwill Other Indefinite Lived Intangible Assets Total Unamortized Intangible Assets Technology Costs and Management Systems Systems in Development Ps. 54,938 Ps. 4,515 - - 2,605 2,973 Ps. 395 Ps. 59,848 6 5,578 6 - Ps. 2,373 Ps. 35 - - - (42) - - (478) (148) - - - - (121) - - Ps. 57,270 Ps. 6,972 Ps. 57,270 Ps. 6,972 - - 14,692 19,868 - - - - (356) (1,828) - 417 - - Ps. 75,727 Ps. 21,308 - - - (62) - - (190) - (62) (478) - - (121) - 339 Ps. 64,581 339 Ps. 64,581 - 36,181 - (163) (2,194) - 1,621 - (163) (10) Ps. Ps. - - 559 (7) (97) - - Ps. 2,863 Ps. Ps. 2,863 Ps. 164 70 172 - (75) - - 417 - - 25 1,431 Ps. 90 - 38 - (559) - (3) - 22 1,019 Ps. 1,019 Ps. 644 - (172) - - 113 - Alcohol Licenses Other Total Amortized Intangible Assets Total Intangible Assets 560 Ps. 166 - 281 Ps. 4,645 397 106 - - Ps. 64,493 403 5,578 - - - - - - - - - (3) 38 - - (7) (103) 38 (190) - (69) (581) - - - 22 726 Ps. 384 Ps. 4,992 - - 726 Ps. 384 Ps. 4,992 1,110 123 179 266 196 - - - - (46) - (46) (88) (13) - - - 113 25 859 Ps. 690 Ps. 6,372 - - (121) 22 Ps. 69,573 Ps. 69,573 1,110 36,447 - (209) (2,282) 530 25 Ps. 105,194 Ps. 105,194 681 1,479 - (428) (5,770) Ps. 1,787 Ps. 98,822 Ps. 3,219 Ps. 1,604 Ps. (2,416) Ps. 75,727 Ps. 21,308 - - 4,117 - - (251) (5,343) - - Ps. 1,787 Ps. 98,822 13 1,496 - (8) (5,604) 13 (205) - (8) (10) Ps. 3,219 Ps. 1,604 Ps. 227 - 278 (387) (152) 229 - (278) - (1) 859 Ps. 690 Ps. 6,372 668 44 168 (17) (17) - - - - (420) (33) - (166) (13) - 2,295 - - - Ps. 70,263 Ps. 25,174 Ps. Ps. Ps. Ps. Ps. Ps. - Ps. - - - - Ps. - Ps. - - - - Ps. - Ps. - - - - - Ps. - - - - - - - - - - - - - - - - Ps. Ps. Ps. Ps. Ps. Ps. Ps. - - 2,295 - 1,577 Ps. 97,014 (2) 42 Ps. 3,225 Ps. - - 1,554 Ps. - - 1,027 Ps. - - (2) 42 671 Ps. 6,477 2,293 42 Ps. 103,491 (103) Ps. - - - (103) Ps. (103) Ps. - 103 - - Ps. - Ps. - (36) - - (36) Ps. (103) Ps. - - - (1,116) Ps. (202) 25 65 (103) Ps. (1,228) Ps. (103) Ps. (1,228) Ps. - 103 - - - - (36) - - (271) 2 35 Ps. (1,462) Ps. Ps. (1,462) Ps. (268) - 387 - (36) Ps. (1,343) Ps. - Ps. - - - - Ps. - Ps. - - - - Ps. - Ps. - - - - - Ps. (114) Ps. (36) - - (150) Ps. (150) Ps. (73) 46 - (177) Ps. (130) Ps. (1,360) Ps. (1,463) (304) (304) (66) 25 25 - 62 62 (3) (199) Ps. (1,577) Ps. (1,680) (199) Ps. (1,577) Ps. (1,680) (416) (416) (72) 151 48 - 44 44 9 (262) Ps. (1,901) Ps. (1,901) (177) Ps. (58) - - - (235) Ps. (262) Ps. (1,901) Ps. (1,901) (423) (423) (36) - 387 387 9 9 (350) Ps. (1,928) Ps. (1,964) (97) - - 9 Ps. 57,270 Ps. 6,972 Ps. 75,727 Ps. 21,308 Ps. 70,263 Ps. 25,174 Ps. Ps. Ps. Ps. 236 Ps. 64,478 1,787 Ps. 98,822 Ps. 1,541 Ps. 96,978 Ps. 1,635 Ps. 1,019 Ps. 576 Ps. 185 Ps. 3,415 1,757 Ps. 1,604 Ps. 682 Ps. 428 Ps. 4,471 321 Ps. 4,549 1,882 Ps. 1,554 Ps. 792 Ps. Ps. 67,893 Ps. 103,293 Ps. 101,527 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 81 During the years ended December 31, 2014, 2013 and 2012 the Company capitalized Ps. 42, Ps. 25 and Ps. 22, respectively of borrowing costs in relation to Ps. 600, Ps. 630 and Ps. 674 in qualifying assets, respectively. The effective interest rates used to determine the amount of borrowing costs eligible for capitalization were 4.2%, 4.1% and 4.3%, respectively. For the years ended 2014, 2013 and 2012, allocation for amortization expense is as follows: Cost of goods sold Administrative expenses Selling expenses 2014 12 156 255 423 Ps. Ps. 2013 10 249 157 416 Ps. Ps. Ps. Ps. The average remaining period for the Company’s intangible assets that are subject to amortization is as follows: Technology Costs and Management Systems Alcohol Licenses 2012 3 204 97 304 Years 7 9 Coca-Cola FEMSA Impairment Tests for Cash-Generating Units Containing Goodwill and Distribution Rights For the purpose of impairment testing, goodwill and distribution rights are allocated and monitored on an individual country basis, which is considered to be the CGU. The aggregate carrying amounts of goodwill and distribution rights allocated to each CGU are as follows: Mexico Guatemala Nicaragua Costa Rica Panama Colombia Venezuela Brazil Argentina Total December 31, 2014 December 31, 2013 Ps. Ps. 55,137 352 418 1,188 884 5,344 823 29,622 88 93,856 Ps. Ps. 55,126 303 390 1,134 785 5,895 3,508 28,405 103 95,649 Goodwill and distribution rights are tested for impairments annually. The recoverable amounts of the CGUs are based on value-in-use calculations. Value in use was determined by discounting the future cash flows generated from the continuing use of the CGU. The foregoing forecasts could differ from the results obtained over time; however, Coca-Cola FEMSA prepares its estimates based on the current situation of each of the CGUs. The recoverable amounts are based on value in use. The value in use of CGUs is determined based on the method of discounted cash flows. The key assumptions used in projecting cash flows are: volume, expected annual long-term inflation, and the weighted average cost of capital (“WACC”) used to discount the projected flows. To determine the discount rate, Coca-Cola FEMSA uses the WACC as determined for each of the cash generating units in real terms and as described in following paragraphs. The estimated discount rates to perform the IAS 36 “Impairment of assets”, impairment test for each CGU consider market participants’ assumptions. Market participants were selected taking into consideration the size, operations and characteristics of the business that are similar to those of Coca-Cola FEMSA. The discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of Coca-Cola FEMSA and its operating segments and is derived from its WACC. The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by Company’s investors. The cost of debt is based on the interest bearing borrowings Coca- Cola FEMSA is obliged to service. Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data. Market participant assumptions are important because, not only do they include industry data for growth rates, management also assesses how the CGU’s position, relative to its competitors, might change over the forecasted period. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 82 The key assumptions used for the value-in-use calculations are as follows: • Cash flows were projected based on actual operating results and the five-year business plan. Cash flows for a further five-year were forecasted maintaining the same stable growth and margins per country of the last year base. Coca-Cola FEMSA believes that this forecasted period is justified due to the non-current nature of the business and past experiences. • Cash flows after the first ten-year period were extrapolated using a perpetual growth rate equal to the expected annual population growth, in order to calculate the terminal recoverable amount. • A per CGU-specific Weighted Average Cost of Capital (“WACC”) was applied as a hurdle rate to discount cash flows to get the recoverable amount of the units; the calculation assumes, size premium adjusting. The key assumptions by CGU for impairment test as of December 31, 2014 were as follows: CGU Mexico Colombia Venezuela Costa Rica Guatemala Nicaragua Panama Argentina Brazil Pre-tax WACC WACC Real Expected Annual Long-Term Inflation 2015-2024 Expected Volume Growth Rates 2015-2024 5.5% 6.4% 12.9% 7.7% 10.0% 12.7% 7.6% 9.9% 6.2% 5.0% 5.9% 12.3% 7.6% 9.4% 12.2% 7.2% 9.3% 5.6% 3.5% 3.0% 51.1% 4.7% 5.0% 6.0% 3.8% 22.3% 6.0% 2.3% 5.3% 3.9% 2.7% 4.3% 2.7% 4.1% 2.5% 3.8% The key assumptions by CGU for impairment test as of December 31, 2013 were as follows: CGU Mexico Colombia Venezuela Costa Rica Guatemala Nicaragua Panama Argentina Brazil Pre-tax WACC WACC Real Expected Annual Long-Term Inflation 2014-2024 Expected Volume Growth Rates 2014-2024 5.7% 6.6% 11.5% 7.5% 10.4% 13.1% 7.7% 11.6% 6.6% 5.1% 6.0% 10.8% 7.2% 9.7% 12.5% 7.1% 10.9% 5.9% 3.9% 3.0% 32.2% 5.0% 5.2% 6.3% 4.2% 11.1% 6.0% 1.3% 5.0% 2.5% 2.4% 5.2% 4.1% 5.7% 3.8% 4.4% The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both external sources and internal sources (historical data). Coca-Cola FEMSA consistently applied its methodology to determine CGU specific WACC’s to perform its annual impairment testing. Sensitivity to Changes in Assumptions At December 31, 2014 Coca-Cola FEMSA performed an additional impairment sensitivity calculation, taking into account an adverse change in post- tax WACC, according to the country risk premium, using for each country the relative standard deviation between equity and sovereign bonds and an additional sensitivity to the volume of 100 basis points, except for Costa Rica and concluded that no impairment would be recorded. CGU Mexico Colombia Venezuela Costa Rica Guatemala Nicaragua Panama Argentina Brazil (1) Compound Annual Growth Rate (CAGR). Change in WACC +1.5 % +0.6 % +5.8 % +2.2 % +1.9 % +3.6 % +1.9 % +3.5 % +2.0 % Change in Volume Growth CAGR (1) -1.0 % -1.0 % -1.0 % -0.6 % -1.0 % -1.0 % -1.0 % -1.0 % -1.0 % Effect on Valuation Passes by 6.62x Passes by 6.17x Passes by 8.94x Passes by 1.78x Passes by 4.67x Passes by 1.77x Passes by 7.00x Passes by 65.61x Passes by 1.86x FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Note 13. Other Assets, Net and Other Financial Assets 13.1 Other assets, net Agreement with customers, net Long term prepaid advertising expenses Guarantee deposits (1) Prepaid bonuses Advances to acquire property, plant and equipment Recoverable taxes Others 83 December 31, 2014 December 31, 2013 Ps. 239 87 1,400 92 988 1,329 782 4,917 Ps. Ps. Ps. 314 102 1,147 116 866 185 770 3,500 (1) As it is customary in Brazil, the Company is required to collaterize tax, legal and labor contingencies by guarantee deposits (see Note 25.7). 13.2 Other financial assets Non-current accounts receivable Derivative financial instruments (see Note 20) Other non-current financial assets December 31, 2014 December 31, 2013 Ps. Ps. 155 6,299 97 6,551 Ps. Ps. 1,120 1,472 161 2,753 As of December 31, 2014 and 2013, the fair value of long term accounts receivable amounted to Ps. 69 and Ps. 1,142, respectively. The fair value is calculated based on the discounted value of contractual cash flows whereby the discount rate is estimated using rates currently offered for receivable of similar amounts and maturities, which is considered to be level 2 in the fair value hierarchy. Note 14. Balances and Transactions with Related Parties and Affiliated Companies Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. The consolidated statements of financial positions and consolidated income statements include the following balances and transactions with related parties and affiliated companies: Balances Due from The Coca-Cola Company (see Note 7) (1) (9) Balance with BBVA Bancomer, S.A. de C.V. (2) Balance with Grupo Financiero Banorte, S.A. de C.V. (2) Instituto Tecnológico y de Estudios Superiores de Monterrey, A.C. (3) Due from Heineken Company (1) (7) Due from Grupo Estrella Azul (3) Due from Compañía Panameña de Bebidas, S.A.P.I de C.V. (3) (8) Other receivables (1) (4) Due to The Coca-Cola Company (6) (9) Due to BBVA Bancomer, S.A. de C.V. (5) Due to Caffenio (6) (7) Due to Grupo Financiero Banamex, S.A. de C.V. (5) Due to British American Tobacco Mexico (6) Due to Heineken Company (6) (7) Other payables (6) (1) Presented within accounts receivable. (2) Presented within cash and cash equivalents. (3) Presented within other financial assets. (4) Presented within other current financial assets. (5) Recorded within bank loans. (6) Recorded within accounts payable. (7) Associates. (8) Joint venture. (9) Non controlling interest. December 31, 2014 December 31, 2013 Ps. Ps. 1,584 4,083 3,653 126 811 59 - 1,209 4,343 149 70 - - 2,408 1,206 Ps. Ps. 1,700 2,357 817 171 454 - 893 924 5,562 1,080 7 1,962 280 2,339 605 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 84 Balances due from related parties are considered to be recoverable. Accordingly, for the years ended December 31, 2014 and 2013, there was no expense resulting from the uncollectibility of balances due from related parties. Transactions Income: Services to Heineken Company (1) Logistic services to Grupo Industrial Saltillo, S.A. de C.V. (3) Sales of Grupo Inmobiliario San Agustín, S.A. shares to Instituto Tecnológico y de Estudios Superiores de Monterrey, A.C. (3) Logistic services to Jugos del Valle (1) Other revenues from related parties Expenses: Purchase of concentrate from The Coca-Cola Company (2) 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. (3) Purchase of cigarettes from British American Tobacco Mexico (3) Advertisement expense paid to The Coca-Cola Company (2) (4) Purchase of juices from Jugos del Valle, S.A.P.I. de C.V. (1) Purchase of sugar from Promotora Industrial Azucarera, S.A. de C.V.(1) Interest expense and fees paid to BBVA Bancomer, S.A. de C.V. (3) Purchase of sugar from Beta San Miguel (3) Purchase of sugar, cans and aluminum lids from Promotora Mexicana de Embotelladores, S.A. de C.V. (3) Purchase of canned products from IEQSA (1) Advertising paid to Grupo Televisa, S.A.B. (3) Interest expense paid to Grupo Financiero Banamex, S.A. de C.V. (3) Insurance premiums for policies with Grupo Nacional Provincial, S.A.B. (3) Donations to Instituto Tecnológico y de Estudios Superiores de Monterrey, A.C. (3) Donations to Fundación FEMSA, A.C. (3) Purchase of plastic bottles from Embotelladora del Atlántico, S.A. (formerly Complejo Industrial Pet, S.A.) (3) Donations to Difusión y Fomento Cultural, A.C. (3) Interest expense paid to The Coca-Cola Company (2) Other expenses with related parties (1) Associates. (2) Non controlling interest. 2014 Ps. 3,544 313 Ps. Ps. - 513 670 Ps. 28,084 15,133 1,491 3,674 - 1,167 2,592 1,020 99 1,389 567 591 158 2 140 42 - 174 73 4 321 2013 2,412 287 - 471 399 22,988 11,865 1,383 2,860 2,460 1,291 2,628 956 77 1,557 670 615 92 19 67 78 27 124 - 60 299 Ps. Ps. 2012 2,979 242 391 431 341 23,886 11,013 342 2,394 2,342 1,052 1,985 423 205 1,439 711 483 124 - 57 109 864 99 29 24 389 (3) Members of the board of directors in FEMSA participate in board of directors of this entity. (4) Net of the contributions from The Coca-Cola Company of Ps. 4,118, Ps. 4,206 and Ps. 3,018, for the years ended in 2014, 2013 and 2012, respectively. Also as disclosed in Note 10, during January 2013, Coca-Cola FEMSA purchased its 51% interest in CCFPI from The Coca-Cola Company. The remainder of CCFPI is owned by The Coca-Cola Company and Coca-Cola FEMSA has currently outstanding certain call and put options related to CCFPI’s equity interests. Commitments with related parties Related Party Heineken Company Commitment Supply Conditions Supply of all beer products in Mexico’s OXXO stores. The contract may be renewed for five years or additional periods. At the end of the contract OXXO will not hold exclusive contract with another supplier of beer for the next 3 years. Commitment term, Jan 1st, 2010 to Jun 30, 2020. The benefits and aggregate compensation paid to executive officers and senior management of the Company were as follows: Short-term employee benefits paid Postemployment benefits Termination benefits Share based payments Ps. 2014 964 45 114 283 Ps. 2013 1,268 37 25 306 Ps. 2012 1,022 37 13 275 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Note 15. Balances and Transactions in Foreign Currencies Assets, liabilities and transactions denominated in foreign currencies are those realized in a currency different than the functional currency of the Company. As of the end and for the years ended on December 31, 2014, 2013 and 2012, assets, liabilities and transactions denominated in foreign currencies, expressed in Mexican pesos (contractual amounts) are as follows: 85 Balances As of December 31, 2014 U.S. dollars Euros Other currencies Total As of December 31, 2013 U.S. dollars Euros Other currencies Total Transactions For the year ended December 31, 2014 U.S. dollars Euros Other currencies Total For the year ended December 31, 2013 U.S. dollars Euros Other currencies Total For the year ended December 31, 2012 U.S. dollars Euros Other currencies Total Assets Liabilities Short-Term Long- Term Short-Term Long- Term Ps. Ps. Ps. Ps. 5,890 32 27 5,949 5,340 333 - 5,673 Ps. Ps. Ps. Ps. 989 - 1,214 2,203 969 - 186 1,155 Ps. Ps. 7,218 27 50 7,295 Ps. 6,061 152 251 Ps. 6,464 Ps. 66,140 - 31 Ps. 66,171 Ps. 53,929 - 115 Ps. 54,044 Revenues Ps. 2,817 7 178 Ps. 3,002 Ps. 2,013 1 - Ps. 2,014 Ps. 1,631 - - Ps. 1,631 Disposal Shares Other Revenues Ps. Ps. Ps. Ps. Ps. Ps. - - - - - - - - 1,127 - - 1,127 Ps. Ps. Ps. Ps. Ps. Ps. 641 - - 641 605 3 - 608 717 - - 717 Purchases of Raw Materials Ps. 15,006 80 10 15,096 Ps. Ps. Ps. Ps. Ps. 15,017 55 - 15,072 12,016 - - 12,016 Interest Expense Consulting Fees Assets Acquisitions Ps. 1,669 15 - Ps. 1,684 Ps. 435 9 - Ps. 444 Ps. 380 - - Ps. 380 Ps. Ps. Ps. Ps. Ps. Ps. 14 - - 14 11 - - 11 13 - - 13 Ps. 478 5 - Ps. 483 Ps. 80 2 - Ps. 82 Ps. Ps. 154 32 - 186 Other Ps. 2,068 13 4 Ps. 2,085 Ps. Ps. Ps. Ps. 1,348 15 3 1,366 1,585 10 68 1,663 Mexican peso exchange rates effective at the dates of the consolidated statements of financial position and at the issuance date of the Company’s consolidated financial statements were as follows: U.S.dollar Euro December 31, February 25, 2014 14.7180 17.9182 2013 2015 13.0765 18.0079 15.0832 16.9269 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 86 Note 16. Post-Employment and Other Long-Term Employee Benefits The Company has various labor liabilities for employee benefits in connection with pension, seniority and post-retirement medical benefits. Benefits vary depending upon the country where the individual employees are located. Presented below is a discussion of the Company’s labor liabilities in Mexico and Venezuela, which comprise the substantial majority of those recorded in the consolidated financial statements. During 2014, Coca-Cola FEMSA settled its pension plan in Brazil and consequently Coca-Cola FEMSA recognized the corresponding effects of the settlement as disclosed below. 16.1 Assumptions The Company annually evaluates the reasonableness of the assumptions used in its labor liability for post-employment and other non-current employee benefits computations. Actuarial calculations for pension and retirement plans, seniority premiums and post-retirement medical benefits, as well as the associated cost for the period, were determined using the following long-term assumptions for non-hyperinflationary Mexico and Brazil: Mexico Financial: Discount rate used to calculate the defined benefit obligation Salary increase Future pension increases Healthcare cost increase rate Biometric: Mortality (1) Disability (2) Normal retirement age Employee turnover table (3) Measurement date December: (1) EMSSA. Mexican Experience of social security. Updated due to lower mortality rates. (2) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social. (3) BMAR. Actuary experience. Brazil Financial: Discount rate used to calculate the defined benefit obligation Salary increase Future pension increases Biometric: Mortality (1) (2) Disability (3) Normal retirement age Employee turnover table Measurement date December: (1) EMSSA. Mexican Experience of social security. Updated due to lower mortality rates. (2) UP84. Unisex mortality table. (3) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social. (4) Rest of employee turnover bases on the experience of the Company’s subsidiary in Brazil. December 31, 2014 December 31, 2013 December 31, 2012 7.00% 4.50% 3.50% 5.10% 7.50% 4.79% 3.50% 5.10% 7.10% 4.79% 3.50% 5.10% EMSSA 2009 IMSS-97 60 years BMAR 2007 EMSSA 82-89 IMSS-97 60 years BMAR 2007 EMSSA 82-89 IMSS - 97 60 years BMAR 2007 December 31, 2014 December 31, 2013 December 31, 2012 12.00% 7.20% 6.20% EMSSA 2009 IMSS - 97 65 years Brazil (4) 10.70% 6.80% 5.80% UP84 IMSS-97 65 years Brazil (4) 9.30% 5.00% 4.00% UP84 IMSS-97 65 years Brazil (4) Venezuela is a hyper-inflationary economy. The actuarial calculations for post-employment benefit (termination indemnity), as well as the associated cost for the period, were determined using the following long-term assumptions which are “real” assumptions (excluding inflation): Venezuela Financial: Discount rate used to calculate the defined benefit obligation Salary increase Biometric: Mortality (1) Disability (2) Normal retirement age Employee turnover table (3) Measurement date December: (1) EMSSA. Mexican Experience of social security. Updated due to lower mortality rates. (2) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social. (3) BMAR. Actuary experience. December 31, 2014 December 31, 2013 December 31, 2012 1.00% 1.00% 1.00% 1.00% 1.50% 1.50% EMSSA 2009 IMSS – 97 65 years BMAR 2007 EMSSA 82-89 IMSS-97 65 years BMAR 2007 EMSSA 82-89 IMSS – 97 65 years BMAR 2007 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO In Mexico the methodology used to determine the discount rate was the Yield or Internal Rate of Return (“IRR”) which involves a yield curve. In this case, the expected rates of each period were taken from a yield curve of Mexican Federal Government Treasury Bond (known as CETES in Mexico). In order to valuate the plan and the effects of the settlement in Brazil the methodology used to determine the discount rate was the Yield or Internal Rate of Return (“IRR”) which involves a yield curve. In this case, the expected rates of each period were taken from a yield curve of fixed long term bonds of Federal Republic of Brazil. In Venezuela the methodology used to determine the discount rate started with reference to the interest rate of bonds of similar denomination issued by the Republic of Venezuela, with subsequent consideration of other economic assumptions appropriate for hyper-inflationary economy. Ultimately, the discount rates disclosed in the table above are calculated in real terms (without inflation). In Mexico upon retirement, the Company purchases an annuity for the employee, which will be paid according to the option chosen by the employee. Based on these assumptions, the amounts of benefits expected to be paid out in the following years are as follows: 87 2015 2016 2017 2018 2019 2020 to 2024 Pension and Retirement Plans Seniority Premiums Ps. Ps. 549 192 202 210 183 1,064 52 41 43 43 45 273 Post Retirement Medical Services Post- Employment (Venezuela) Ps. Ps. 14 31 31 32 33 245 7 8 9 9 10 75 Total Ps. 622 272 285 294 271 1,657 16.2 Balances of the liabilities for post-employment and other long-term employee benefits Pension and Retirement Plans: Defined benefit obligation Pension plan funds at fair value Net defined benefit liability Effect due to asset ceiling Net defined benefit liability after asset ceiling Seniority Premiums: Defined benefit obligation Seniority premium plan funds at fair value Net defined benefit liability Postretirement Medical Services: Defined benefit obligation Medical services funds at fair value Net defined benefit liability Post-employment: Defined benefit obligation Post-employment plan funds at fair value Net defined benefit liability Total post-employment and other long-term employee benefits December 31, 2014 December 31, 2013 Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. 5,270 (2,015) 3,255 - 3,255 563 (87) 476 338 (56) 282 194 - 194 4,207 Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. 4,866 (2,230) 2,636 94 2,730 475 (90) 385 267 (51) 216 743 - 743 4,074 As of December 2013, the net defined benefit liability of the pension and retirement plan includes an asset generated in Brazil (the following information is included in the consolidated information of the tables above), which is as follows: Defined benefit obligation Pension plan funds at fair value Net defined benefit asset Effect due to asset ceiling Net defined benefit asset after asset ceiling December 31, 2013 Ps. Ps. 313 (498) (185) 94 (91) FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 88 16.3 Trust assets Trust assets consist of fixed and variable return financial instruments recorded at market value, which are invested as follows: Type of Instrument Fixed return: Traded securities Bank instruments Federal government instruments of the respective countries Variable return: Publicly traded shares December 31, 2014 December 31, 2013 19% 8% 57% 16% 100% 15% 6% 57% 22% 100% In Mexico, the regulatory framework for pension plans is established in the Income Tax Law and its Regulations, the Federal Labor Law and the Mexican Social Security Institute Law. None of these laws establish minimum funding levels or a minimum required level of contributions. At December 31, 2013, in Brazil, the regulatory framework for pension plans is established by the Brazilian Social Security Institute (INSS), which indicates that the contributions must be made by the Company and the workers. There are not minimum funding requirements of contributions in Brazil neither contractual nor given. In Venezuela, the regulatory framework for post-employment benefits is established by the Organic Labor Law for Workers (LOTTT). The organic nature of this law means that its purpose is to defend constitutional rights, and therefore has precedence over other laws. In Mexico, the Income Tax Law requires that, in the case of private plans, certain notifications must be submitted to the authorities and a certain level of instruments must be invested in Federal Government securities among others. The Company’s various pension plans have a technical committee that is responsible for verifying the correct operation of the plan with regard to the payment of benefits, actuarial valuations of the plan,and supervise the trustee. The committee is responsible for determining the investment portfolio and the types of instruments the fund will be invested in. This technical committee is also responsible for reviewing the correct operation of the plans in all of the countries in which the Company has these benefits. The risks related to the Company’s employee benefit plans are primarily attributable to the plan assets. The Company’s plan assets are invested in a diversified portfolio, which considers the term of the plan so as to invest in assets whose expected return coincides with the estimated future payments. Since the Mexican Tax Law limits the plan asset investment to 10% for related parties, this risk is not considered to be significant for purposes of the Company’s Mexican subsidiaries. In Mexico, the Company’s policy is to invest at least 30% of the fund assets in Mexican Federal Government instruments. Guidelines for the target portfolio have been established for the remaining percentage and investment decisions are made to comply with these guidelines insofar as the market conditions and available funds allow. At December 2013, in Brazil, the investment target is to obtain the consumer price index (inflation), plus six percent. Investment decisions are made to comply with this guideline insofar as the market conditions and available funds allow. On May 7, 2012, the President of Venezuela amended the Organic Law for Workers (LOTTT), which establishes a minimum level of social welfare benefits to which workers have a right when their labor relationship ends for whatever reason. This benefit is computed based on the last salary received by the worker and retroactive to June 19, 1997 for any employee who joined the Company prior to that date. For employees who joined the Company after June 19, 1997, the benefit is computed based on the date on which the employee joined the Company. An actuarial computation must be performed using the projected unit credit method to determine the amount of the labor obligations that arise. As a result of the initial calculation, there was an amount for Ps. 381 included in the other expenses caption in the consolidated income statement reflecting past service costs during the year ended December 31, 2012 (see Note 19). In Mexico, the amounts and types of securities of the Company in related parties included in portfolio fund are as follows: Debt: Cementos Mexicanos. S.A.B. de C.V. Grupo Televisa, S.A.B. de C.V. Grupo Financiero Banorte, S.A.B. de C.V. El Puerto de Liverpool, S.A.B. de C.V. Grupo Industrial Bimbo, S.A.B. de C. V. Grupo Financiero Banamex, S.A.B. de C.V. Teléfonos de México, S.A. de C.V. Capital: Fomento Económico Mexicano, S.A.B. de C.V. Coca-Cola FEMSA, S.A.B. de C.V. Grupo Televisa, S.A.B. de C.V. Alfa, S.A.B. de C.V. Grupo Aeroportuario del Sureste, S.A.B. de C.V. Grupo Industrial Bimbo, S.A.B. de C.V. The Coca-Cola Company Gentera December 31, 2014 December 31, 2013 Ps. Ps. 7 45 12 5 3 - - 96 12 - 8 - - 11 7 - 3 - 5 3 22 4 85 19 3 4 1 1 - - FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO At December 31, 2013, in Brazil, the amounts and types of securities of the Company in related parties included in plan assets are as follows: 89 Brazil Portfolio Debt: HSBC - Sociedad de inversión Atuarial INPC (Brazil) Capital: HSBC - Sociedad de inversión Atuarial INPC (Brazil) December 31, Ps. 2013 383 114 During the years ended December 31, 2014 and 2013, the Company did not make significant contributions to the plan assets and does not expect to make material contributions to the plan assets during the following fiscal year. 16.4 Amounts recognized in the consolidated income statements and the consolidated statement of comprehensive income December 31, 2014 Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Venezuela Total December 31, 2013 Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Venezuela Total December 31, 2012 Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Venezuela Total Income Statement OCI (2) Current Service Cost Past Service Cost Gain or Loss on Settlement Net Interest Remeasurements of the Net Defined Benefit Liability on the Net Defined Benefit Liability (1) Ps. Ps. Ps. Ps. Ps. Ps. 221 75 10 24 330 220 55 11 48 334 185 42 8 48 283 Ps. Ps. Ps. Ps. Ps. Ps. 54 9 - - 63 12 - - - 12 - - - 381 381 Ps. Ps. Ps. Ps. Ps. Ps. (193) (27) - - (220) (7) - - - (7) 1 - - - 1 Ps. Ps. Ps. Ps. Ps. Ps. 279 28 16 18 341 164 22 15 67 268 136 17 14 63 230 Ps. 998 76 74 99 Ps. 1,247 Ps. 470 44 14 312 Ps. 840 Ps. 499 38 25 71 Ps. 633 (1) Interest due to asset ceiling amounted to Ps. 8 and Ps. 11 in 2013 and 2012, respectively. (2) Amounts accumulated in other comprehensive income as of the end of the period. For the years ended December 31, 2014, 2013 and 2012, current service cost of Ps. 330, Ps. 334 and Ps. 283 has been included in the consolidated income statement as cost of goods sold, administration and selling expenses. Remeasurements of the net defined benefit liability recognized in other comprehensive income are as follows: December 31, 2014 December 31, 2013 December 31, Amount accumulated in other comprehensive income as of the beginning of the period, net of tax Actuarial losses arising from exchange rates Remeasurements during the year, net of tax Actuarial gains arising from changes in demographic assumptions Actuarial gains and (losses) arising from changes in financial assumptions Changes in the effect of limiting a net defined benefit asset to the asset ceiling Amount accumulated in other comprehensive income as of the end of the period, net of tax Ps. Ps. 585 (173) 318 41 171 - 942 Ps. Ps. 469 (26) 251 - (109) - 585 Ps. Ps. Remeasurements of the net defined benefit liability include the following: • The return on plan assets, excluding amounts included in interest expense. • Actuarial gains and losses arising from changes in demographic assumptions. • Actuarial gains and losses arising from changes in financial assumptions. • Changes in the effect of limiting a net defined benefit asset to the asset ceiling, excluding amounts included in interest expense. 2012 190 (13) 20 - 281 (9) 469 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 90 16.5 Changes in the balance of the defined benefit obligation for post-employment Pension and Retirement Plans: Initial balance Current service cost Past service cost Interest expense Settlement Remeasurements of the net defined benefit obligation Foreign exchange (gain) loss Benefits paid Plan amendments Acquisitions Ending balance Seniority Premiums: Initial balance Current service cost Past service cost Interest expense Curtailment Remeasurements of the net defined benefit obligation Benefits paid Acquisitions Ending balance Postretirement Medical Services: Initial balance Current service cost Interest expense Remeasurements of the net defined benefit obligation Benefits paid Ending balance Post-employment: Initial balance Current service cost Past service cost Interest expense Remeasurements of the net defined benefit obligation Foreign exchange (gain) loss Benefits paid Ending balance 16.6 Changes in the balance of plan assets Total Plan Assets: Initial balance Actual return on trust assets Foreign exchange (gain) loss Life annuities Benefits paid Acquisitions Plan amendments Effect due to settlement Ending balance December 31, 2014 December 31, 2013 December 31, 2012 Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. 4,866 221 54 353 (482) 378 42 (162) - - 5,270 475 75 9 33 (27) 29 (37) 6 563 267 10 20 60 (19) 338 743 24 - 18 54 (638) (7) 194 Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. 4,495 220 - 311 (7) (143) (60) (152) 28 174 4,866 324 55 - 24 - 2 (36) 106 475 267 11 17 (11) (17) 267 Ps. Ps. Ps. Ps. Ps. Ps. 594 Ps. 48 - 67 238 (187) (17) 743 Ps. 3,972 185 - 288 1 238 (67) (154) - 32 4,495 241 42 - 19 (2) 33 (23) 14 324 235 8 17 25 (18) 267 - 48 381 63 108 - (6) 594 December 31, 2014 December 31, 2013 December 31, 2012 Ps. Ps. 2,371 133 (8) 197 - - - (535) 2,158 Ps. Ps. 2,110 29 (73) 88 - 201 16 - 2,371 Ps. Ps. 1,991 145 (91) 29 (12) 48 - - 2,110 As a result of the Company’s investments in life annuities plan, management does not expect it will need to make material contributions to plan assets in order to meet its future obligations. 16.7 Variation in assumptions The Company decided that the relevant actuarial assumptions that are subject to sensitivity and valuated through the projected unit credit method, are the discount rate, the salary increase rate and healthcare cost increase rate. The reasons for choosing these assumptions are as follows: • Discount rate: The rate that determines the value of the obligations over time. • Salary increase rate: The rate that considers the salary increase which implies an increase in the benefit payable. • Healthcare cost increase rate: The rate that considers the trends of health care costs which implies an impact on the postretirement medical service obligations and the cost for the year. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO The following table presents the impact in absolute terms of a variation of 0.5% in the assumptions on the net defined benefit liability associated with the Company’s defined benefit plans. The sensitivity of this 0.5% on the significant actuarial assumptions is based on a projected long-term discount rates to Mexico and a yield curve projections of long-term sovereign bonds: 91 +0.5%: Discount rate used to calculate the defined benefit obligation and the net interest on the net defined benefit liability Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Total Expected salary increase Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Total Assumed rate of increase in healthcare costs Postretirement medical services -0.5%: Discount rate used to calculate the defined benefit obligation and the net interest on the net defined benefit liability Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Total Expected salary increase Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Total Assumed rate of increase in healthcare costs Postretirement medical services Income Statement OCI Current Service Cost Past Service Cost 209 71 10 22 312 231 78 10 27 346 Ps. Ps. Ps. Ps. 52 8 - - 60 56 9 - - 65 Ps. Ps. Ps. Ps. Gain or Loss on sobre Settlement on the Net Net Interest Remeasurements of the Net Defined Benefit Defined Benefit Liability (Asset) Liability (Asset) Ps. Ps. Ps. Ps. (95) (25) - - (120) (111) (28) - - (139) Ps. Ps. Ps. Ps. 192 29 16 17 254 206 30 16 19 271 Ps. 545 36 35 85 701 Ps. Ps. 1,083 93 74 124 Ps. 1,374 Ps. 11 Ps. - Ps. - Ps. 17 Ps. 88 Ps. 234 79 11 26 Ps. 350 Ps. Ps. 210 73 10 22 315 Ps. Ps. Ps. Ps. 57 9 - - 66 53 8 - - 61 Ps. Ps. Ps. Ps. (108) (29) - - (137) (99) (27) - - (126) Ps. Ps. Ps. Ps. 198 29 16 19 262 Ps. 1,070 113 87 117 Ps. 1,387 183 27 16 15 241 Ps. 547 69 74 79 Ps. 769 Ps. 10 Ps. - Ps. - Ps. 15 Ps. 34 16.8 Employee benefits expense For the years ended December 31, 2014, 2013 and 2012, employee benefits expenses recognized in the consolidated income statements are as follows: Wages and salaries Social security costs Employee profit sharing Post employment benefits Post employment benefits recognized in other expenses (Note 19) Share-based payments Termination benefits 2014 Ps. 35,659 5,872 1,138 514 - 283 431 Ps. 43,897 2013 36,995 5,741 1,936 607 - 306 480 46,065 Ps. Ps. 2012 31,561 3,874 1,650 514 381 275 541 38,796 Ps. Ps. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 92 Note 17. Bonus Programs 17.1 Quantitative and qualitative objectives The bonus program for executives is based on complying with certain goals established annually by management, which include quantitative and qualitative objectives, and special projects. The quantitative objectives represent approximately 50% of the bonus, and are based on the Economic Value Added (“EVA”) methodology. The objective established for the executives at each entity is based on a combination of the EVA generated per entity and the EVA generated by the Company, calculated at approximately 70% and 30%, respectively. The qualitative objectives and special projects represent the remaining 50% of the annual bonus and are based on the critical success factors established at the beginning of the year for each executive. The bonus amount is determined based on each eligible participant’s level of responsibility and based on the EVA generated by the applicable business unit the employee works for. This formula is established by considering the level of responsibility within the organization, the employees’ evaluation and competitive compensation in the market. The bonus is granted to the eligible employee on an annual basis and after withholding applicable taxes. 17.2 Share-based payment bonus plan The Company has implemented a stock incentive plan for the benefit of its senior executives. As discussed above, this plan uses as its main evaluation metric the Economic Value Added, or EVA. Under the EVA stock incentive plan, eligible employees are entitled to receive a special annual bonus (fixed amount), to be paid in shares of FEMSA or Coca-Cola FEMSA, as applicable or stock options (the plan considers providing stock options to employees; however, since inception only shares of FEMSA or Coca-Cola FEMSA have been granted). The plan is managed by FEMSA’s chief executive officer (CEO), with the support of the board of directors, together with the CEO of the respective sub-holding company. FEMSA’s Board of Directors is responsible for approving the plan’s structure, and the annual amount of the bonus. Each year, FEMSA’s CEO in conjunction with the Evaluation and Compensation Committee of the board of directors and the CEO of the respective sub-holding company determine the employees eligible to participate in the plan and the bonus formula to determine the number of shares to be received, which vest ratably over a six year period. On such date, the Company and the eligible employee agree to the share-based payment arrangement, being when it and the counterparty have a shared understanding of the terms and conditions of the arrangement. FEMSA accounts for its share-based payment bonus plan as an equity-settled share based payment transaction as it will ultimately settle its obligations with its employees by issuing its own shares or those of its subsidiary Coca-Cola FEMSA. The Company contributes the individual employee’s special bonus (after taxes) in cash to the Administrative Trust (which is controlled and consolidated by FEMSA), who then uses the funds to purchase FEMSA or Coca-Cola FEMSA shares (as instructed by the Administrative Trust’s Technical Committee), which are then allocated to such employee. The Administrative Trust tracks the individual employees’ account balance. FEMSA created the Administrative Trust with the objective of administering the purchase of FEMSA and Coca-Cola FEMSA shares by each of its subsidiaries with eligible executives participating in the stock incentive plan. The Administrative Trust’s objectives are to acquire FEMSA shares, or shares of Coca-Cola FEMSA and to manage the shares granted to the individual employees based on instructions set forth by the Technical Committee. Once the shares are acquired following the Technical Committee’s instructions, the Administrative Trust assigns to each participant their respective rights. As the trust is controlled and therefore consolidated by FEMSA, shares purchased in the market and held within the Administrative Trust are presented as treasury stock (as it relates to FEMSA’s shares) or as a reduction of the noncontrolling interest (as it relates to Coca-Cola FEMSA’s shares) in the consolidated statement of changes in equity, on the line issuance (repurchase) of shares associated with share-based payment plans. Should an employee leave prior to their shares vesting, they would lose the rights to such shares, which would then remain within the Administrative Trust and be able to be reallocated to other eligible employees as determined by the Company. The incentive plan target is expressed in months of salary, and the final amount payable is computed based on a percentage of compliance with the goals established every year. For the years ended December 31, 2014, 2013 and 2012, the compensation expense recorded in the consolidated income statement amounted to Ps. 283, Ps. 306 and Ps. 275, respectively. All shares held in the Administrative Trust are considered outstanding for diluted earnings per share purposes and dividends on shares held by the trust are charged to retained earnings. As of December 31, 2014 and 2013, the number of shares held by the trust associated with the Company’s share based payment plans is as follows: Beginning balance Shares acquired by the administrative trust to employees Shares released from administrative trust to employees upon vesting Forfeitures Ending balance Number of Shares FEMSA UBD KOF L 2014 2013 2014 2013 7,001,428 517,855 (2,755,528) - 4,763,755 8,416,027 2,285,948 (3,700,547) - 7,001,428 1,780,064 330,730 (812,261) - 1,298,533 2,421,876 407,487 (1,049,299) - 1,780,064 The fair value of the shares held by the trust as of the end of December 31, 2014 and 2013 was Ps. 788 and Ps. 1,166, respectively, based on quoted market prices of those dates. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Note 18. Bank Loans and Notes Payables At December 31, (1) (in millions of Mexican pesos) 2015 2016 2017 2018 2019 Short-term debt: Fixed rate debt: Argentine pesos Bank loans Interest rate Variable rate debt: Brazilian Reais Bank loans Interest rate Total short-term debt Long-term debt: Fixed rate debt: U.S. dollars Senior notes Interest rate Senior note (FEMSA USD 2023) Interest rate Senior note (FEMSA USD 2043) Interest rate Bank loans Interest rate Mexican pesos Units of investment (UDIs) Interest rate Domestic senior notes Interest rate Brazilian reais Bank loans Interest rate Finance leases Interest rate Argentine pesos Bank loans Interest rate Subtotal Variable rate debt: U.S. dollars Bank loans Interest rate Mexican pesos Domestic senior notes Interest rate Bank loans Interest rate Argentine pesos Bank loans Interest rate Brazilian reais Bank loans Interest rate Finance leases Interest rate Colombian pesos Bank loans Interest rate Subtotal Total long-term debt Current portion of long term debt Ps. 301 30.9% Ps. - Ps. - - - - - - - - - - - - - - Ps. Ps. - - - - - Ps. 14,668 2.4% - - - - - - Ps. Ps. - - - Ps. - Ps. - - - - - - - - - - - 120 4.3% 192 4.6% 3,599 4.2% - - 123 4.5% 168 4.6% - - - - 91 5.1% 88 4.6% 124 24.9% 493 131 27.5% 54 30.2% Ps. 443 Ps. 3,944 - - 14,847 Ps. 148 12.6% 449 Ps. Ps. Ps. Ps. - - - - - - 30 3.9% - - - - 116 4.1% 223 4.7% - - - - 17 24.9% 64 12.3% 38 10.0% - - - - 17 7.6% - - 2,473 3.4% 215 21.3% 27 9.7% 25 10.0% - - - - 17 7.6% - - - - 17 3,961 2020 and Thereafter Ps. Ps. - - - - - Ps. 29,225 4.5% 4,308 2.9% 9,900 4.4% - - - - 9,988 6.2% 97 4.9% 50 4.6% - - - - - - - - - - - - - - - - - 54 5.2% 41 4.6% Ps. Ps. Ps. Ps. Ps. - - 95 - - Ps. 53,568 Ps. - - - - - - - - - - - - 17 7.6% - - 14 6.0% - - 93 Carrying Value at Carrying Value at December 31, December 31, December 31, 2013(1) Fair Value at 2014 2014 Ps. 301 Ps. 304 Ps. 30.9% 148 12.6% 148 Ps. 449 Ps. 452 Ps. 495 25.4% 34 9.7% 529 Ps. 43,893 Ps. 46,924 3.8% 4,308 2.9% 9,900 4.4% 30 3.9% 3,599 4.2% 9,988 6.2% 601 4.6% 762 4.6% 309 26.8% 4,117 9,594 30 3,599 9,677 553 642 302 Ps. 73,390 Ps. 75,438 Ps. 34,272 3.7% 3,736 2.9% 8,377 4.4% 123 3.8% 3,630 4.2% 9,987 6.2% 337 3.1% 965 4.6% 358 20.3% Ps. 61,785 0.9% 2,473 3.4% 232 21.5% 156 6.7% 63 10.0% 769 5.9% 2,502 227 146 63 10.0% 766 Ps. 10,649 Ps. 10,705 Ps. 84,039 Ps. 86,143 (1,104) Ps. 82,935 5,843 0.9% 2,517 3.9% 4,132 4.0% 180 25.7% 167 11.3% 100 10.0% Ps. Ps. 1,495 5.7% 14,434 76,219 (3,298) Ps. 72,921 492 5.9% 611 1,104 277 5.9% Ps. 5,125 Ps. Ps. 5,568 Ps. Ps. Ps. - - Ps. 4,865 19,712 Ps. Ps. Ps. - - 17 112 - - Ps. 14 Ps. 53,582 (1) All interest rates shown in this table are weighted average contractual annual rates. Ps. 2,108 Ps. 0.9% - Ps. 4,848 0.9% - Ps. 6,956 Ps. 7,001 Ps. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 94 Hedging Derivative Financial Instruments (1) Cross currency swaps: Units of investments to Mexican pesos and variable rate: Fixed to variable Interest pay rate Interest receive rate U.S. dollars to Mexican pesos: Fixed to variable Interest pay rate Interest receive rate Variable to fixed Interest pay rate Interest receive rate Fixed to fixed Interest pay rate Interest receive rate U.S. dollars to Brazilian reais: Fixed to variable Interest pay rate Interest receive rate Variable to variable Interest pay rate Interest receive rate Interest rate swap: Mexican pesos Variable to fixed rate: (2) Interest pay rate Interest receive rate Variable to fixed rate: (3) Interest pay rate Interest receive rate 2015 2016 2017 2018 2019 (notional amounts in millions of Mexican pesos) 2020 and Thereafter 2014 2013 Ps. - Ps. - - - - - - - - - - - 30 13.7% 3.9% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Ps. Ps. 2,500 3.1% 4.2% Ps. - - - - - - - - - - - - - - - - - - 5.0% 3.2% - - - - - 6,476 3.2% 2.4% - - - 6,623 11.2% 2.7% 20,311 11.3% 1.5% - - - - - - - - - - - - - - - - - - - - - - - - 7.2% 4.6% Ps. - Ps. 2,500 Ps. 2,500 4.1% - 4.2% - 3.1% 4.2% 11,403 4.6% 4.0% - - - 1,267 5.7% 2.9% - - - - - - - - - - 11,403 4.6% 4.0% 6,476 3.2% 2.4% 1,267 5.7% 2.9% 6,653 11.3% 2.7% 20,311 11.3% 1.5% 5.0% 3.2% 7.2% 4.6% 11,403 5.1% 4.0% - - - 2,575 7.2% 3.8% 6,017 9.5% 2.7% 18,046 9.5% 1.5% 2,538 8.6% 4.0% 2,538 8.6% 4.0% (1) All interest rates shown in this table are weighted average contractual annual rates. (2) IRS with a notional of Ps. 1,500, that receives a variable rate of 3.2% and pays a fixed rate of 5.0%; joined with a cross currency swap 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) IRS with notional of Ps. 11,403, that receives a variable rate of 4.6% and pays a fixed rate of 7.2%; joined with a cross currency swap which covers U.S. Dollars to Mexican pesos that receives a fixed rate of 4.0% and pay a variable rate of 4.6%. For the years ended December 31, 2014, 2013 and 2012, the interest expense is comprised as follows: Interest on debts and borrowings Finance charges payable under capitalized interest Finance charges for employee benefits Derivative instruments Finance operating charges Finance charges payable under finance leases 2014 3,992 (117) 341 2,413 66 6 6,701 Ps. Ps. 2013 3,055 (59) 268 825 225 17 4,331 Ps. Ps. 2012 2,029 (38) 230 142 98 45 2,506 Ps. Ps. On May 7, 2013, the Company issued long-term debt on the NYSE in the amount of $1,000, which was made up of senior notes of $300 with a maturity of 10 years and a fixed interest rate of 2.875%; and senior notes of $700 with a maturity of 30 years and a fixed interest rate of 4.375%. After the issuance, the Company contracted cross-currency swaps to reduce its exposure to risk of exchange rate and interest rate fluctuations associated with this issuance, see Note 20. In November, 2013, Coca-Cola FEMSA issued U.S.$1,000 in aggregate principal amount of 2.375% Senior Notes due 2018, U.S.$750 in aggregate principal amount of 3.875% Senior Notes due 2023 and U.S.$400 in aggregate principal amount of 5.250% Senior Notes due 2043, in an SEC registered offering. These notes are guaranteed by its subsidiaries: Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Controladora Interamericana de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V. and Yoli de Acapulco, S.A. de C.V. (“Guarantors”). On December 4, 2007, the Company obtained the approval from the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or “CNBV”) for the issuance of long-term domestic senior notes (“Certificados Bursátiles”) in the amount of Ps. 10,000 (nominal amount) or its equivalent in investment units. As of December 31, 2014 the Company has issued the following domestic senior notes: i) on December 7, 2007, the Company issued domestic senior notes composed of Ps. 3,500 (nominal amount) with a maturity date on November 29, 2013 and a floating interest rate, which was paid at maturiry; ii) on December 7, 2007, the Company issued domestic senior notes in the amount of 637,587,000 investment units (Ps. 2,500 nominal amount), with a maturity date on November 24, 2017 and a fixed interest rate. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 95 Coca-Cola FEMSA has the following bonds: a) registered with the Mexican stock exchange: i) Ps. 2,500 (nominal amount) with a maturity date in 2016 and a variable interest rate, ii) Ps. 2,500 (nominal amount) with a maturity date in 2021 and fixed interest rate of 8.3% and iii) Ps. 7,500 (nominal amount) with a maturity date in 2023 and fixed interest rate of 5.5%; b) registered with the SEC : i) Senior notes of $500 with interest at a fixed rate of 4.6% and maturity date on February 15, 2020, ii) Senior notes of $1,000 with interest at a fixed rate of 2.4% and maturity date on November 26, 2018, iii) Senior notes of $750 with interest at a fixed rate of 3.9% and maturity date on November 26, 2023 and iv)Senior notes of $400 with interest at a fixed rate of 5.3% and maturity date on November 26, 2043 which are guaranteed by the Guarantors. During 2013, Coca-Cola FEMSA contracted and prepaid in part the following Bank loans denominated in dollars: i) $500 (nominal amount) with a maturity date in 2016 and variable interest rate and prepaid $380 (nominal amount) in November 2013, the outstanding amount of this loan is $120 (nominal amount) and ii) $1,500 (nominal amount) with a maturity date in 2018 and variable interest rate and prepaid $1,170 (nominal amount) in November 2013, the outstanding amount of this loan is $330 (nominal amount). In December 2013, Coca-Cola FEMSA prepaid in full outstanding Bank loans denominated in dollars for a total amount of $600 (nominal amount). The Company has financing from different institutions under agreements that stipulate different restrictions and covenants, which mainly consist of maximum levels of leverage and capitalization as well as minimum consolidated net worth and debt and interest coverage ratios. As of the date of these consolidated financial statements, the Company was in compliance with all restrictions and covenants contained in its financing agreements. In January 13, 2014, Coca-Cola FEMSA issued an additional U.S. $350 million of Senior Notes comprised of 10 year and 30 year bonds. The interest rates and maturity dates of the new notes are the same as those of the initial 2013 notes offering. These notes are also guaranteed by the same Guarantors. In February 2014, Coca-Cola FEMSA prepaid in full outstanding Bank loans denominated in pesos for a total amount of Ps. 4,175 (nominal amount). Note 19. Other Income and Expenses Gain on sale of shares (see Note 4) Gain on sale of long-lived assets Gain on sale of other assets Sale of waste material Write off-contingencies Recoveries from previous years Insurance rebates Others Other income Contingencies associated with prior acquisitions or disposals Loss on sale of long-lived assets Impairment of long-lived assets Disposal of long-lived assets (1) Foreign Exchange Securities taxes from Colombia Severance payments Donations (2) Legal fees and other expenses from past acquisitions Effect of new labor law (LOTTT) (see Note 16) (3) Other Other expenses 2014 - - 276 44 475 89 18 196 1,098 - 7 145 153 147 69 277 172 31 - 276 1,277 Ps. Ps. Ps. 2013 - 41 170 43 120 - - 277 651 385 - - 122 99 51 190 119 110 - 363 1,439 Ps. Ps. Ps. 2012 1,215 132 38 43 76 - - 241 1,745 213 - 384 133 40 40 349 200 - 381 233 1,973 Ps. Ps. Ps. (1) Charges related to fixed assets retirement from ordinary operations and other long-lived assets. (2) In 2012 are included the gain on the sale of 45% interest held by FEMSA in the parent companies of the Mareña Renovables Wind Power Farm (see Note 10) offsetting to the donation made to Fundación FEMSA, A. C. (see Note 14). (3) This amount relates to the past service cost related to post-employment by Ps. 381 as a result of the effect of the change in LOTTT and it is included in the consolidated income statement under the “Other expenses” caption. Note 20. Financial Instruments Fair Value of Financial Instruments The Company measures the fair value of its financial assets and liabilities classified as level 2 applying the income approach method, which estimates the fair value based on expected cash flows discounted to net present value. The following table summarizes the Company’s financial assets and liabilities measured at fair value, as of December 31, 2014 and 2013: Derivative financial instrument (current asset) Derivative financial instrument (non-current asset) Derivative financial instrument (current liability) Derivative financial instrument (non-current liability) December 31, 2014 December 31, 2013 Level 1 - - 313 112 Level 2 384 6,299 34 39 Level 1 2 - 272 - Level 2 26 1,472 75 1,526 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 96 20.1 Total debt The fair value of bank and syndicated loans is calculated based on the discounted value of contractual cash flows whereby the discount rate is estimated using rates currently offered for debt of similar amounts and maturities, which is considered to be level 2 in the fair value hierarchy. The fair value of the Company’s publicly traded debt is based on quoted market prices as of December 31, 2014 and 2013, which is considered to be level 1 in the fair value hierarchy. Carrying value Fair value Ps. 2014 84,488 86,595 Ps. 2013 76,748 76,077 20.2 Interest rate swaps The Company uses interest rate swaps to offset the interest rate risk associated with its borrowings, pursuant to which it pays amounts based on a fixed rate and receives amounts based on a floating rate. These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value. The fair value is estimated using formal technical models. The valuation method involves discounting to present value the expected cash flows of interest, calculated from the rate curve of the cash flow currency, and expresses the net result in the reporting currency. Changes in fair value are recorded in cumulative other comprehensive income, net of taxes until such time as the hedged amount is recorded in the consolidated income statements. At December 31, 2014, the Company has the following outstanding interest rate swap agreements: Maturity Date 2017 2023 Notional Amount Fair Value Liability December 31, 2014 Fair Value Asset December 31, 2014 Ps. 1,250 11,403 Ps. (35) (4) Ps. - 12 At December 31, 2013 the Company has the following outstanding interest rate swap agreements: Maturity Date 2014 2015 Notional Amount Fair Value Liability December 31, 2013 Fair Value Asset December 31, 2013 Ps. 575 1,963 Ps. (18) (122) Ps. - - The net effect of expired contracts treated as hedges are recognized as interest expense within the consolidated income statements. 20.3 Forward agreements to purchase foreign currency The Company has entered into forward agreements to reduce its exposure to the risk of exchange rate fluctuations between the Mexican peso and other currencies. Foreign exchange forward contracts measured at fair value are designated hedging instruments in cash flow hedges of forecast inflows in Euros and forecast purchases of raw materials in U.S. dollars. These forecast transactions are highly probable. These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. The price agreed in the instrument is compared to the current price of the market forward currency and is discounted to present value of the rate curve of the relevant currency. Changes in the fair value of these forwards are recorded as part of cumulative other comprehensive income, net of taxes. Net gain/loss on expired contracts is recognized as part of cost of goods sold when the raw material is included in sale transaction, and as a part of foreign exchange when the inflow in Euros are received. At December 31, 2014, the Company had the following outstanding forward agreements to purchase foreign currency: Maturity Date 2015 2016 Notional Nocional Ps. 4,411 1,192 Fair Value Liability December 31, 2014 Ps. - (26) Ps. Fair Value Asset December 31, 2014 298 - At December 31, 2013, the Company had the following outstanding forward agreements to purchase foreign currency: Maturity Date 2014 2015 Notional Nocional Ps. 3,002 614 Fair Value Liability December 31, 2013 Fair Value Asset December 31, 2013 Ps. (17) - Ps. - 1 20.4 Options to purchase foreign currency The Company has entered into a collar strategy to reduce its exposure to the risk of exchange rate fluctuations. A collar is a strategy that limits the exposure to the risk of exchange rate fluctuations in a similar way as a forward agreement. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these options, corresponding to the intrinsic value are initially recorded as part of cumulative other comprehensive income, net of taxes. Changes in the fair value, corresponding to the extrinsic value are recorded in the consolidated income statements under the caption “market value gain (loss) on financial instruments,” as part of the consolidated net income. Net gain (loss) on expired contracts is recognized as part of cost of goods sold when the related raw material is affecting the cost of good sold. At December 31, 2014, the Company had the following outstanding collars agreements to purchase foreign currency: 97 Maturity Date 2015 Notional Amount Fair Value Liability December 31, 2014 Ps. 402 Ps. - Ps. Fair Value Asset December 31, 2014 56 At December 31, 2013, the Company had no outstanding collars to purchase foreign currency (composed of a call and a put option with different strike levels with the same notional amount and maturity). 20.5 Cross-currency swaps The Company has contracted for a number of cross-currency swaps to reduce its exposure to risks of exchange rate and interest rate fluctuations associated with its borrowings denominated in U.S. dollars and other foreign currencies. Cross-Currency swaps contracts are designated as hedging instruments through which the Company changes the debt profile to its functional currency to reduce exchange exposure. These instruments are recognized in the consolidated statement of financial position at their estimated fair value which is estimated using formal technical models. The valuation method involves discounting to present value the expected cash flows of interest, calculated from the rate curve of the cash foreign currency, and expresses the net result in the reporting currency. These contracts are designated as financial instuments at fair valuethrough profit or loss. The fair values changes related to those cross currency swaps are recorded under the caption “market value gain (loss) on financial instruments,” net of changes related to the long-term liability, within the consolidated income statements. The Company has cross-currency contracts designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value. Changes in fair value are recorded in cumulative other comprehensive income, net of taxes until such time as the hedge amount is recorded in the consolidated income statement. At December 31, 2014, the Company had the following outstanding cross currency swap agreements: Maturity Date 2015 2017 2018 2019 2023 Ps. Notional Amount 30 2,711 33,410 369 12,670 At December 31, 2013, the Company had the following outstanding cross currency swap agreements: Maturity Date 2014 2015 2017 2018 2023 Ps. Notional Amount 1,358 83 2,711 23,930 12,670 Ps. Ps. Fair Value Liability December 31, 2014 Fair Value Asset December 31, 2014 6 1,209 3,002 15 2,060 Ps. - - - - - Fair Value Liability December 31, 2013 - - - (825) (350) Fair Value Asset December 31, Ps. 2013 18 11 1,180 - - 20.6 Commodity price contracts The Company has entered into various commodity price contracts to reduce its exposure to the risk of fluctuation in the costs of certain raw material. The fair value is estimated based on the market valuations to terminate the contracts at the end of the period. These instruments are designated as Cash Flow Hedges and the changes in the fair value are recorded as part of “cumulative other comprehensive income.” The fair value of expired commodity price contract was recorded in cost of goods sold where the hedged item was recorded. At December 31, 2014, Coca-Cola FEMSA had the following sugar price contracts: Maturity Date 2015 2016 2017 Ps. Notional Amount 1,341 952 37 Fair Value Liability December 31, Ps. 2014 (285) (101) (2) FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 98 At December 31, 2014, Coca-Cola FEMSA had the following aluminum price contracts: Maturity Date 2015 2016 At December 31, 2013, Coca-Cola FEMSA had the following outstanding sugar price contracts: Maturity Date 2014 2015 2016 At December 31, 2013, Coca-Cola FEMSA had the following aluminum price contracts: Maturity Date 2014 Fair Value Liability December 31, 2014 Ps. (12) (9) Notional Amount 361 177 Fair Value Liability December 31, 2013 (246) (48) - Fair Value Asset December 31, 2013 Ps. - - 2 Ps. Ps. Notional Amount Fair Value Liability December 31, 2013 Ps. 205 Ps. (10) Ps. Notional Amount 1,183 730 103 20.7 Financial Instruments for CCFPI acquisition The Coca-Cola FEMSA’s call option related to the remaining 49% ownership interest in CCFPI is calculated using a Level 3 concept. The call option had an estimated fair value of approximately Ps. 859 million at inception of the option, and approximately Ps. 799 million and Ps. 755 million as of December 31, 2013 and 2014, respectively. Significant observable inputs into that Level 3 estimate include the call option’s expected term (7 years at inception), risk free rate as expected return (LIBOR), implied volatility at inception (19.77%) and the underlying enterprise value of the CCFPI. The enterprise value of CCFPI for the purpose of this estimate was based on CCFPI’s long-term business plan. The Coca-Cola FEMSA acquired its 51% ownership interest in CCFPI in January 2013 and continues to integrate CCFPI into its global operations using the equity method of accounting, and currently believes that the underlying exercise price of the call option is “out of the money.” The Level 3 fair value of the Company’s put option related to its 51% ownership interest approximates zero as its exercise price as defined in the contract adjusts proportionately to the underlying fair value of CCFPI. 20.8 Net effects of expired contracts that met hedging criteria Type of Derivatives Interest rate swaps Forward agreements to purchase foreign currency Commodity price contracts Options to purchase foreign currency Forward agreements to purchase foreign currency Impact in Consolidated Income Statement Interest expense Foreign exchange Cost of goods sold Cost of goods sold Cost of goods sold Ps. Ps. 2014 (337) (38) (291) - (22) Ps. 2013 (214) 1,710 (362) - - 20.9 Net effect of changes in fair value of derivative financial instruments that did not meet the hedging criteria for accounting purposes Type of Derivatives Interest rate swaps Cross currency swaps Others Impact in Consolidated Income Statement Market value gain (loss) on financial instruments Ps. 2014 10 59 3 Ps. 2013 (7) 33 (19) Ps. 20.10 Net effect of expired contracts that did not meet the hedging criteria for accounting purposes Type of Derivatives Impact in Consolidated Income Statement 2014 2013 Cross-currency swaps Market value gain (loss) on financial instruments Ps. - Ps. - Ps. 2012 (147) 126 6 13 - 2012 (4) (2) (29) 2012 42 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 99 20.11 Market risk Market risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market prices include currency risk and commodity price risk. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and commodity prices. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk, and commodity prices risk including: • Forward Agreements to Purchase Foreign Currency in order to reduce its exposure to the risk of exchange rate fluctuations. • Cross-Currency Swaps in order to reduce its exposure to the risk of exchange rate fluctuations. • Interest Rate Swaps in order to reduce its exposure to the risk of interest rate fluctuations. • Commodity price contracts in order to reduce its exposure to the risk of fluctuation in the costs of certain raw materials. The Company tracks the fair value (mark to market) of its derivative financial instruments and its possible changes using scenario analyses. The following disclosures provide a sensitivity analysis of the market risks management considered to be reasonably possible at the end of the reporting period, which the Company is exposed to as it relates to foreign exchange rates and commodity prices, which it considers in its existing hedging strategy: Foreign Currency Risk 2014 FEMSA (3) Coca-Cola FEMSA 2013 FEMSA (3) Coca-Cola FEMSA 2012 FEMSA (3) Coca-Cola FEMSA Cross Currency Swaps (1) (2) 2014 FEMSA (3) Coca-Cola FEMSA 2013 FEMSA (3) Coca-Cola FEMSA 2012 FEMSA (3) Coca-Cola FEMSA Change in Exchange Rate Effect on Equity Effect on Profit or Loss Ps. Ps. +9% MXN/EUR Ps. -9% MXN/EUR +7% MXN/USD Ps. +14% BRL/USD +9% COP/USD +11% ARS/USD -7% MXN/USD -14% BRL/USD -9% COP/USD -11% ARS/USD (278) 278 119 96 42 22 (119) (96) (42) (22) +7% MXN/EUR Ps. (157) Ps. -7% MXN/EUR +11% MXN/USD +13% BRL/USD +6% COP/USD -11% MXN/USD -13% BRL/USD -6% COP/USD +9% MXN/EUR/+11% MXN/USD Ps. -9% MXN/EUR/-11% MXN/USD -11% MXN/USD 157 67 86 19 (67) (86) (19) (250) 104 (204) Ps. - - - - - - - - - - - - - - - - - - - - Change in Exchange Rate Effect on Profit or Loss -7% MXN/USD -7% MXN/USD -14% USD/BRL -11% MXN/ USD -11% MXN/ USD -13% USD/BRL - -11% MXN/ USD (22) (481) (3,935) (1,581) (392) (3,719) - (234) (1) The sensitivity analysis effects include all subsidiaries of the Company. (2) Includes the sensitivity analysis effects of all derivative financial instruments related to foreign exchange risk. (3) Does not include Coca-Cola FEMSA. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 100 Net Cash in Foreign Currency (1) 2014 FEMSA (3) Coca-Cola FEMSA 2013 FEMSA (3) Coca-Cola FEMSA 2012 FEMSA (3) Coca-Cola FEMSA Commodity Price Contracts (1) 2014 Coca-Cola FEMSA 2013 Coca-Cola FEMSA 2012 Coca-Cola FEMSA Change in Exchange Rate Effect on Profit or Loss +9% EUR/+7%USD -9% EUR/-7%USD +7%USD -7%USD +7% EUR/+11% USD -7% EUR/-11% USD +11% USD -11% USD +9% EUR/+11% USD -9% EUR/-11% USD +15% USD Ps. Ps. Ps. 233 (233) (747) 747 335 (335) (1,090) 1,090 809 (809) (362) Change in U.S. $ Rate Effect on Equity Sugar -27% Aluminum -17% Sugar -18% Aluminum -19% Sugar -30% Aluminum -20% Ps. Ps. Ps. (528) (87) (298) (36) (732) (66) (1) The sensitivity analysis effects include all subsidiaries of the Company. (2) Includes the sensitivity analysis effects of all derivative financial instruments related to foreign exchange risk. (3) Does not include Coca-Cola FEMSA. 20.12 Interest rate risk Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because it and its subsidiaries borrow funds at both fixed and variable interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and variable rate borrowings, and by the use of the different derivative financial instruments. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. The following disclosures provide a sensitivity analysis of the interest rate risks management considered to be reasonably possible at the end of the reporting period, which the Company is exposed to as it relates to its fixed and floating rate borrowings, which it considers in its existing hedging strategy: Interest Rate Swap (1) 2014 FEMSA (2) Coca-Cola FEMSA 2013 FEMSA (2) Coca-Cola FEMSA 2012 FEMSA (2) Coca-Cola FEMSA Change in Bps. Effect on Equity (100 Bps.) - - (100 Bps.) - (100 Bps.) (528) - - (32) - (57) (1) The sensitivity analysis effects include all subsidiaries of the Company. (2) Does not include Coca-Cola FEMSA. Interest Effect of Unhedged Portion Bank Loans Change in interest rate Effect on profit loss 2014 2013 2012 +100 Bps. (244) Ps. +100 Bps. (332) Ps. +100 Bps. (198) Ps. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 101 20.13 Liquidity risk Each of the Company’s sub-holding companies generally finances its operational and capital requirements on an independent basis. As of December 31, 2014 and 2013, 80.66% and 79.48%, respectively of the Company’s outstanding consolidated total indebtedness was at the level of its sub-holding companies. This structure is attributable, in part, to the inclusion of third parties in the capital structure of Coca-Cola FEMSA. Currently, the Company’s management expects to continue to finance its operations and capital requirements primarily at the level of its sub-holding companies. Nonetheless, they may decide to incur indebtedness at its holding company in the future to finance the operations and capital requirements of the Company’s subsidiaries or significant acquisitions, investments or capital expenditures. As a holding company, the Company depends on dividends and other distributions from its subsidiaries to service the Company’s indebtedness. The Company’s principal source of liquidity has generally been cash generated from its operations. The Company has traditionally been able to rely on cash generated from operations because a significant majority of the sales of Coca-Cola FEMSA and FEMSA Comercio are on a cash or short-term credit basis, and FEMSA Comercio’s OXXO stores are able to finance a significant portion of their initial and ongoing inventories with supplier credit. The Company’s principal use of cash has generally been for capital expenditure programs, acquisitions, debt repayment and dividend payments. Ultimate responsibility for liquidity risk management rests with the Company’s board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-, medium- and long-term funding and liquidity requirements. The Company manages liquidity risk by maintaining adequate reserves and credit facilities, by continuously monitoring forecast and actual cash flows, and with a low concentration of maturities per year. The Company has access to credit from national and international bank institutions in order to meet treasury needs; besides, the Company has the highest rating for Mexican companies (AAA) given by independent rating agencies, allowing the Company to evaluate capital markets in case it needs resources. As part of the Company’s financing policy, management expects to continue financing its liquidity needs with cash from operations. Nonetheless, as a result of regulations in certain countries in which the Company operates, it may not be beneficial or, as in the case of exchange controls in Venezuela, practicable to remit cash generated in local operations to fund cash requirements in other countries. Exchange controls like those in Venezuela may also increase the real price of remitting cash from operations to fund debt requirements in other countries. In the event that cash from operations in these countries is not sufficient to fund future working capital requirements and capital expenditures, management may decide, or be required, to fund cash requirements in these countries through local borrowings rather than remitting funds another country. In addition, the Company’s liquidity in Venezuela could be affected by changes in the rules applicable to exchange rates as well as other regulations, such as exchange controls. In the future the Company management may finance its working capital and capital expenditure needs with short-term or other borrowings. The Company’s management continuously evaluates opportunities to pursue acquisitions or engage in joint ventures or other transactions. We would expect to finance any significant future transactions with a combination of cash from operations, long-term indebtedness and capital stock. The Company’s sub-holding companies generally incur short-term indebtedness in the event that they are temporarily unable to finance operations or meet any capital requirements with cash from operations. A significant decline in the business of any of the Company’s sub-holding companies may affect the sub-holding company’s ability to fund its capital requirements. A significant and prolonged deterioration in the economies in which we operate or in the Company’s businesses may affect the Company’s ability to obtain short-term and long-term credit or to refinance existing indebtedness on terms satisfactory to the Company’s management. The Company presents the maturity dates associated with its long-term financial liabilities as of December 31, 2014, see Note 18. The Company generally makes payments associated with its long-term financial liabilities with cash generated from its operations. The following table reflects all contractually fixed pay-offs for settlement, repayments and interest resulting from recognized financial liabilities. It includes expected net cash outflows from derivative financial liabilities that are in place as of December 31, 2014. Such expected net cash outflows are determined based on each particular settlement date of an instrument. The amounts disclosed are undiscounted net cash outflows for the respective upcoming fiscal years, based on the earliest date on which the Company could be required to pay. Cash outflows for financial liabilities (including interest) without fixed amount or timing are based on economic conditions (like interest rates and foreign exchange rates) existing at December 31, 2014. Non-derivative financial liabilities: Notes and bonds Loans from banks Obligations under finance leases Derivative financial liabilities 2015 2016 2017 2018 2019 2020 and Thereafter Ps. 2,375 1,587 289 2,316 Ps. 4,821 3,015 237 2,393 Ps. 5,643 267 180 1,218 Ps. 16,972 5,013 94 (1,906) Ps. 1,934 Ps. 69,001 122 54 (2,060) 78 45 - The Company generally makes payments associated with its non-current financial liabilities with cash generated from its operations. 20.14 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses other publicly available financial information and its own trading records to rate its major customers. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee. The Company has a high receivable turnover; hence management believes credit risk is minimal due to the nature of its businesses, which have a large portion of their sales settled in cash. The Company’s maximum exposure to credit risk for the components of the statement of financial position at 31 December 2014 and 2013 is the carrying amounts (see Note 7). FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 102 The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Company manages the credit risk related to its derivative portfolio by only entering into transactions with reputable and credit-worthy counterparties as well as by maintaining in some cases a Credit Support Annex (CSA) that establishes margin requirements, which could change upon changes to the credit ratings given to the Company by independent rating agencies. As of December 31, 2014, the Company concluded that the maximum exposure to credit risk related with derivative financial instruments is not significant given the high credit rating of its counterparties. Note 21. Non-Controlling Interest in Consolidated Subsidiaries An analysis of FEMSA’s non-controlling interest in its consolidated subsidiaries for the years ended December 31, 2014 and 2013 is as follows: Coca-Cola FEMSA Other The changes in the FEMSA’s non-controlling interest were as follows: Balance at beginning of the year Net income of non controlling interest (1) Other comprehensive income: Exchange differences on translation of foreign operation Remeasurements of the net defined benefits liability Valuation of the effective portion of derivative financial instruments Increase in capital stock Acquisitions effects (see Note 4) Disposal effects Dividends Share based payment Balance at end of the year December 31, 2014 December 31, 2013 Ps. Ps. 59,202 447 59,649 Ps. Ps. 62,719 439 63,158 2014 Ps. 63,158 5,929 (6,264) (110) 109 - - - (3,152) (21) Ps. 59,649 2013 54,902 6,233 (664) (80) (166) 515 5,550 - (3,125) (7) 63,158 Ps. Ps. 2012 47,949 7,344 (1,342) (60) (113) - 4,172 (50) (2,986) (12) 54,902 Ps. Ps. (1) For the years ended at 2014, 2013 and 2012, Coca-Cola FEMSA’s net income allocated to non-controlling interest was Ps. 424, 239 and 565, respectively. Non controlling cumulative other comprehensive income is comprised as follows: Exchange differences on translation foreign operation Remeasurements of the net defined benefits liability Valuation of the effective portion of derivative financial instruments Cumulative other comprehensive income December 31, 2014 December 31, 2013 Ps. Ps. (6,326) (316) (129) (6,771) Ps. Ps. (62) (206) (238) (506) Coca-Cola FEMSA shareholders, especially The Coca-Cola Company which hold Series D shares, have some protective rights about investing in or disposing of significant businesses. However, these rights do not limit the continued normal operations of Coca-Cola FEMSA. Summarized financial information in respect of Coca-Cola FEMSA is set out below. Total current assets Total non-current assets Total current liabilities Total non-current liabilities Total revenue Total consolidated net income Total consolidated comprehensive income Net cash flow from operating activities Net cash flow from used in investing activities Net cash flow from financing activities December 31, 2014 December 31, 2013 Ps. Ps. Ps. 38,128 174,238 28,403 73,845 147,298 10,966 (1,005) 24,406 (11,137) (11,350) Ps. Ps. Ps. 43,231 173,434 32,398 67,114 156,011 11,782 9,791 22,097 49,481 23,506 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 103 Note 22. Equity 22.1 Equity accounts The capital stock of FEMSA is comprised of 2,161,177,770 BD units and 1,417,048,500 B units. As of December 31, 2014 and 2013, the capital stock of FEMSA was comprised 17,891,131,350 common shares, without par value and with no foreign ownership restrictions. Fixed capital stock amounts to Ps. 300 (nominal value) and the variable capital may not exceed 10 times the minimum fixed capital stock amount. The characteristics of the common shares are as follows: • Series “B” shares, with unlimited voting rights, which at all times must represent a minimum of 51% of total capital stock; • Series “L” shares, with limited voting rights, which may represent up to 25% of total capital stock; and • Series “D” shares, with limited voting rights, which individually or jointly with series “L” shares may represent up to 49% of total capital stock. The Series “D” shares are comprised as follows: • Subseries “D-L” shares may represent up to 25% of the series “D” shares; • Subseries “D-B” shares may comprise the remainder of outstanding series “D” shares; and • The non-cumulative premium dividend to be paid to series “D” shareholders will be 125% of any dividend paid to series “B” shareholders. The Series “B” and “D” shares are linked together in related units as follows: • “B units” each of which represents five series “B” shares and which are traded on the BMV; and • “BD units” each of which represents one series “B” share, two subseries “D-B” shares and two subseries “D-L” shares, and which are traded both on the BMV and the NYSE. As of December 31, 2014 and 2013, FEMSA’s capital stock is comprised as follows: Units Shares: Series “B” Series “D” Subseries “D-B” Subseries “D-L” Total shares “B” Units “BD” Units Total 1,417,048,500 2,161,177,770 3,578,226,270 7,085,242,500 - - - 7,085,242,500 2,161,177,770 8,644,711,080 4,322,355,540 4,322,355,540 10,805,888,850 9,246,420,270 8,644,711,080 4,322,355,540 4,322,355,540 17,891,131,350 The net income of the Company is subject to the legal requirement that 5% thereof be transferred to a legal reserve until such reserve equals 20% of capital stock at nominal value. This reserve may not be distributed to shareholders during the existence of the Company, except as a stock dividend. As of December 31, 2014 and 2013, this reserve amounted to Ps. 596. Retained earnings and other reserves distributed as dividends, as well as the effects derived from capital reductions, are subject to income tax at the rate in effect at the date of distribution, except when capital reductions come from restated shareholder contributions and when the distributions of dividends come from net taxable income, denominated “Cuenta de Utilidad Fiscal Neta” (“CUFIN”). Dividends paid in excess of CUFIN are subject to income tax at a grossed-up rate based on the current statutory rate. Since 2003, this tax may be credited against the income tax of the year in which the dividends are paid, and in the following two years against the income tax and estimated tax payments. Due to the Mexican Tax Reform, a new Income Tax Law (LISR) went into effect on January 1, 2014. Such law no longer includes the tax consolidation regime which allowed calculating the CUFIN on a consolidated basis; therefore, beginning in 2014, distributed dividends must be taken from the individual CUFIN balance of FEMSA, which can be increased with the subsidiary companies’ individual CUFINES through the transfers of dividends. The sum of the individual CUFIN balances of FEMSA and its subsidiaries as of December 31, 2014 amounted to Ps. 83,314. In addition, the new LISR sets forth that entities that distribute dividends to its stockholders who are individuals and foreign residents must withhold 10% thereof for ISR purposes, which will be paid in Mexico. The foregoing will not be applicable when distributed dividends arise from the accumulated CUFIN balance as of December 31, 2013. At an ordinary shareholders’ meeting of FEMSA held on March 15, 2013, the shareholders approved a dividend of Ps. 6,684 that was paid 50% on May 7, 2013 and other 50% on November 7, 2013; and a reserve for share repurchase of a maximum of Ps. 3,000. As of December 31, 2014, the Company has not repurchased shares. Treasury shares resulted from share-based payment bonus plan are disclosed in Note 17. At an ordinary shareholders’ meeting of FEMSA held on December 6, 2013, the shareholders approved a dividend of Ps. 6,684 that was paid on December 18, 2013. At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 5, 2013, the shareholders approved a dividend of Ps. 5,950 that was paid 50% on May 2, 2013 and other 50% on November 5, 2013. The corresponding payment to the non-controlling interest was Ps. 3,073. At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 6, 2014, the shareholders approved a dividend of Ps. 6,012 that was paid 50% on May 4, 2014 and other 50% on November 5, 2014. The corresponding payment to the non-controlling interest was Ps. 3,134. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 104 For the years ended December 31, 2014, 2013 and 2012 the dividends declared and paid by the Company and Coca-Cola FEMSA were as follows: FEMSA Coca-Cola FEMSA (100% of dividend) Ps. 2014 - 6,012 Ps. 2013 13,368 5,950 Ps. 2012 6,200 5,625 For the years ended December 31, 2014 and 2013 the dividends declared and paid per share by the Company are as follows: Series of Shares “B” “D” Ps. 2014 - - Ps. 2013 0.66667 0.83333 22.2 Capital management The Company manages its capital to ensure that its subsidiaries will be able to continue as going concerns while maximizing the return to shareholders through the optimization of its debt and equity balance in order to obtain the lowest cost of capital available. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 2014 and 2013. The Company is not subject to any externally imposed capital requirements, other than the legal reserve (see Note 22.1) and debt covenants (see Note 18). The Company’s finance committee reviews the capital structure of the Company on a quarterly basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital. In conjunction with this objective, the Company seeks to maintain the highest credit rating both nationally and internationally and is currently rated AAA in Mexico and BBB+ in the United States, which requires it to have a debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio lower than 2. As a result, prior to entering into new business ventures, acquisitions or divestures, management evaluates the optimal ratio of debt to EBITDA in order to maintain its credit rating. Note 23. Earnings per Share Basic earnings per share amounts are calculated by dividing consolidated net income for the year attributable to controlling interest by the weighted average number of shares outstanding during the period adjusted for the weighted average of own shares purchased in the period. Diluted earnings per share amounts are calculated by dividing consolidated net income for the year attributable to controlling interest by the weighted average number of shares outstanding during the period plus the weighted average number of shares for the effects of dilutive potential shares (originated by the Company’s share based payment program). Net Controlling Interest Income Shares expressed in millions: Weighted average number of shares for basic earnings per share Effect of dilution associated with nonvested shares for share based payment plans Weighted average number of shares adjusted for the effect of dilution 2014 2013 2012 Per Series “B” Shares Per Series “D” Shares Per Series “B” Shares Per Series “D” Shares Per Series “B” Shares Per Series “D” Shares 7,701.08 8,999.92 7,341.74 8,579.98 9,548.21 11,158.58 9,240.54 8,621.18 9,238.69 8,613.80 9,237.49 8,609.00 5.88 23.53 7.73 30.91 8.93 35.71 9,246.42 8,644.71 9,246.42 8,644.71 9,246.42 8,644.71 Note 24. Income Taxes At December 2013, the Mexican government enacted a package of tax reforms (the “2014 Tax Reform”) which includes several significant changes to tax laws, discussed in further detail below, entering into effect on January 1, 2014. The following changes are expected to most significantly impact the Company’s financial position and results of operations: • The introduction of a new withholding tax at the rate of 10% for dividends and/or distributions of earnings generated in 2014 and beyond; • A fee of one Mexican peso per liter on the sale and import of flavored beverages with added sugar, and an excise tax of 8% on food with caloric content equal to, or greater than 275 kilocalories per 100 grams of product; • The prior 11% value added tax (VAT) rate that applied to transaction in the border region was raised to 16%, matching the general VAT rate applicable in the rest of Mexico; • The elimination of the tax on cash deposits (IDE) and the business flat tax (IETU); • Deductions on exempt payroll items for workers are limited to 53%; • The income tax rate in 2013 was 30%. Scheduled decreases to the income tax rate that would have reduced the rate to 29% in 2014 and 28% in 2015 and thereafter, were canceled in connection with the 2014 Tax Reform; FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 105 • The repeal of the existing tax consolidation regime, which was effective as of January 1, 2014, modified the payment term of a tax on assets payable of Ps. 180, which will be paid over the following 5 years instead of an indefinite term. Additionally, deferred tax assets and liabilities associated with the Company’s subsidiaries in Mexico are no longer offset as of December 31, 2014 and 2013, as the future income tax balances are expected to reverse in periods where the Company is no longer consolidating these entities for tax purposes and the right of offset does not exist; and • The introduction of 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 the Company to defer the annual tax payment of its profitable participating subsidiaries for a period equivalent to 3 years to the extent their individual tax expense exceeds the integrated tax expense of the Company. The impacts of the 2014 Tax Reform on the Company’s financial position and results of operations as of and for the year ended December 31, 2013, resulted from the repeal of the tax consolidation regime as described above regarding the payable of Ps. 180 and the effects of the changes in tax rates on deferred tax assets and liabilities as disclosed below, which was recognized in earnings in 2013. On November 18, 2014, the Venezuelan government published two decrees which are effective as of the date of publication. This reform establishes that segregated loss carryforward (i.e. foreign operating or domestic operating) may be used only against future income of the same type. Additionally the three year carryforward for net operating losses is maintained, but the amount of losses available for carryforwards may not exceed twenty five percent of the tax period’s taxable income. 24.1 Income Tax The major components of income tax expense for the years ended December 31, 2014, 2013 and 2012 are: Current tax expense Deferred tax expense: Origination and reversal of temporary differences (Recognition) utilization of tax losses Total deferred tax (income) expense Change in the statutory rate (1) (1) Effect due to 2014 Tax Reform. Recognized in Consolidated Statement of Other Comprehensive Income (OCI) Income tax related to items charged or recognized directly in OCI during the year: Unrealized loss (gain) on cash flow hedges Unrealized gain on available for sale securities Exchange differences on translation of foreign operations Remeasurements of the net defined benefit liability Share of the other comprehensive income of associates and joint ventures Total income tax cost (benefit) recognized in OCI 2014 2013 Ps. 7,810 Ps. 7,855 Ps. 1,303 (2,874) (1,571) 14 6,253 2014 219 - (60) (49) 189 299 Ps. Ps. Ps. 257 (212) 45 (144) 7,756 2013 (128) (1) 1,384 (56) (1,203) (4) Ps. Ps. Ps. Ps. Ps. Ps. 2012 7,412 103 434 537 - 7,949 2012 (120) (1) (1,012) (113) (304) (1,550) A reconciliation between tax expense and income before income taxes and share of the profit or loss of associates and joint ventures accounted for using the equity method multiplied by the Mexican domestic tax rate for the years ended December 31, 2014, 2013 and 2012 is as follows: Mexican statutory income tax rate Difference between book and tax inflationary values and translation effects Annual inflation tax adjustment Difference between statutory income tax rates Non-deductible expenses Taxable (non-taxable) income, net Change in the statutory Mexican tax rate Others 2014 30.0% (3.1%) (4.4%) 0.9% 3.7% (1.1%) 0.1% 0.2% 26.3% 2013 30.0% (0.2%) (1.2%) 1.2% 1.0% 0.7% (0.6%) - 30.9% 2012 30.0% (0.8%) (0.3%) 1.1% 0.8% (1.3%) - (0.6%) 28.9% FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 106 Deferred Income Tax Related to: Allowance for doubtful accounts Inventories Other current assets Property, plant and equipment, net Investments in associates and joint ventures Other assets Finite useful lived intangible assets Indefinite lived intangible assets Post-employment and other long-term employee benefits Derivative financial instruments Provisions Temporary non-deductible provision Employee profit sharing payable Tax loss carryforwards Cumulative other comprehensive income (1) Exchange differences on translation of foreign operations in OCI Other liabilities Deferred tax (income) expense Deferred tax income net recorded in share of the profit of associates and joint ventures accounted for using the equity method Deferred tax (income) expense, net Deferred income taxes, net Deferred tax asset Deferred tax liability Consolidated Statement of Financial Position as of December 31, 2014 December 31, 2013 Ps. (242) 132 114 (1,654) (176) 226 246 75 (753) (38) (1,318) 2,534 (268) (3,249) (303) 2,135 (96) Ps. (148) 9 147 (452) (271) (188) 384 299 (636) 61 (860) (150) (255) (393) (479) 2,195 (62) (2,635) (6,278) 3,643 (799) (3,792) Ps. 2,993 Ps. Consolidated Statement of Income 2014 (106) 77 (18) (968) 87 422 (133) (195) (92) (99) (477) 2,450 (13) (2,874) - - 475 (1,464) (93) (1,557) Ps. Ps. Ps. 2013 (24) (2) 109 (630) 115 (2) 236 88 30 62 (164) 562 (27) (212) - - (131) 10 (109) (99) Ps. Ps. Ps. 2012 Ps. (33) 51 (104) (101) 1,589 238 (38) 32 (40) (14) (12) 51 (13) 434 - - 72 Ps. 2,112 (1,575) Ps. 537 (1) Deferred tax related to derivative financial instruments and remeasurements of the ned defined benefit liability. Deferred tax related to Other Comprehensive Income (OCI) Income tax related to items charged or recognized directly in OCI as of the year: Unrealized loss (gain) on derivative financial instruments Remeasurements of the net defined benefit liability Total deferred tax income related to OCI The changes in the balance of the net deferred income tax asset are as follows: Initial balance Deferred tax provision for the year Change in the statutory rate Deferred tax income net recorded in share of the profit of associates and joint ventures accounted for using the equity method Acquisition of subsidiaries (see Note 4) Disposal of subsidiaries Effects in equity: Unrealized loss (gain) on cash flow hedges Unrealized gain on available for sale securities Exchange differences on translation of foreign operations Remeasurements of the net defined benefit liability Retained earnings of associates Ps. Restatement effect of beginning balances associated with hyperinflationary economies Ending balance Ps. 2014 12 (315) (303) 2013 (1,328) 45 (144) 109 647 - (149) (1) 2 102 (121) 39 (799) Ps. Ps. Ps. Ps. 2013 (209) (270) (479) 2012 (1,586) 537 - 1,575 (77) 16 (76) (1) (974) (532) (189) (21) (1,328) Ps. Ps. Ps. Ps. 2014 (799) (1,571) 14 93 (516) - 109 - 617 (427) (180) 25 (2,635) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities related to income taxes are levied by the same tax authority. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO Tax Loss Carryforwards The subsidiaries in Mexico and Brazil have tax loss carryforwards. The tax effect net of consolidation benefits and their years of expiration are as follows: 107 Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 and thereafter No expiration (Brazil) Tax losses used in consolidation Tax Loss Carryforwards Ps. Ps. - - - 3 24 10 13 41 1,860 7,842 9,793 (1,059) 8,734 During 2013 Coca-Cola FEMSA completed certain acquisitions in Brazil as disclosed in Note 4. In connection with those acquisition Coca-Cola FEMSA recorded certain goodwill balances that are deductible for Brazilian income tax reporting purposes. The deduction of such goodwill amortization has resulted in the creation of NOLs in Brazil. NOLs in Brazil have no expiration, but their usage is limited to 30% of Brazilian taxable income in any given year. As of December 31, 2014 Coca-Cola FEMSA believes that it is more likely than not that it will ultimately recover such NOLs through the reversal of temporary differences and future taxable income. Accordingly no valuation allowance has been provided. The changes in the balance of tax loss carryforwards are as follows: Balance at beginning of the year Additions Usage of tax losses Translation effect of beginning balances Balance at end of the year 2014 558 8,199 (45) 22 8,734 Ps. Ps. Ps. Ps. 2013 91 593 (122) (4) 558 There were no withholding taxes associated with the payment of dividends in either 2014, 2013 or 2012 by the Company to its shareholders. The Company has determined that undistributed profits of its subsidiaries, joint ventures or associates will not be distributed in the foreseeable future. The temporary differences associated with investments in subsidiaries, associates and joint ventures, for which a deferred tax liability has not been recognized, aggregate to Ps. 43,394 (December 31, 2013: Ps. 44,920 and December 31, 2012: Ps. 43,569). 24.2 Other taxes The operations in Guatemala, Nicaragua, Colombia and Argentina are subject to a minimum tax, which is based primary on a percentage of assets. Any payments are recoverable in future years, under certain conditions. Note 25. Other Liabilities, Provisions, Contingencies and Commitments 25.1 Other current financial liabilities Sundry creditors Derivative financial instruments Total 25.2 Provisions and other long term liabilities Provisions Taxes payable Others Total 25.3 Other financial liabilities Derivative financial instruments Security deposits Total December 31, 2014 December 31, 2013 Ps. Ps. 4,515 347 4,862 Ps. Ps. 3,998 347 4,345 December 31, 2014 December 31, 2013 Ps. Ps. 4,285 444 890 5,619 Ps. Ps. 4,674 558 885 6,117 December 31, 2014 December 31, 2013 Ps. Ps. 151 177 328 Ps. Ps. 1,526 142 1,668 FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 108 25.4 Provisions recorded in the consolidated statement of financial position The Company has various loss contingencies, and has recorded reserves as other liabilities for those legal proceedings for which it believes an unfavorable resolution is probable. Most of these loss contingencies are the result of the Company’s business acquisitions. The following table presents the nature and amount of the loss contingencies recorded as of December 31, 2014 and 2013: Indirect taxes (1) Labor Legal Total December 31, 2014 December 31, 2013 Ps. Ps. 2,271 1,587 427 4,285 Ps. Ps. 3,300 1,063 311 4,674 (1) As of December 31, 2013 indirect taxes include Ps. 246 of tax loss contingencies regarding indemnification accorded with Heineken over FEMSA Cerveza prior tax contingencies. 25.5 Changes in the balance of provisions recorded 25.5.1 Indirect taxes Balance at beginning of the year Penalties and other charges New contingencies Reclasification in tax contingencies with Heineken Contingencies added in business combination Cancellation and expiration Payments Current portion Brazil amnesty adoption Restatement of the beginning balance of subsidiaries in hyperinflationary economies Balance at end of the year December 31, 2014 December 31, 2013 December 31, 2012 Ps. Ps. 3,300 220 38 1,349 1,190 (798) (2,517) - (599) 88 2,271 Ps. Ps. 1,263 1 263 - 2,143 (5) (303) (163) - 101 3,300 Ps. Ps. 1,405 107 56 - 117 (124) (157) (52) - (89) 1,263 During 2014, Coca-Cola FEMSA took advantage of a Brazilian tax amnesty program. The settlement of certain outstanding matters under that amnesty program generated a benefit Ps. 455 which is reflected in other income during the year ended December 31, 2014. 25.5.2 Labor Balance at beginning of the year Penalties and other charges New contingencies Contingencies added in business combination Cancellation and expiration Payments Restatement of the beginning balance of subsidiaries in hyperinflationary economies Balance at end of the year December 31, 2014 December 31, 2013 December 31, 2012 Ps. Ps. 1,063 107 145 442 (53) (57) (60) 1,587 Ps. Ps. 934 139 187 157 (226) (69) (59) 1,063 Ps. Ps. 1,128 189 134 15 (359) (91) (82) 934 A roll forward for legal contingencies is not disclosed because the amounts are not considered to be material. While provision for all claims has already been made, the actual outcome of the disputes and the timing of the resolution cannot be estimated by the Company at this time. 25.6 Unsettled lawsuits The Company has entered into several proceedings with its labor unions, tax authorities and other parties that primarily involve Coca-Cola FEMSA and its subsidiaries. These proceedings have resulted in the ordinary course of business and are common to the industry in which the Company operates. The aggregate amount being claimed against the Company resulting from such proceedings as of December 31, 2014 is Ps. 30,071. Such contingencies were classified by legal counsel as less than probable but more than remote of being settled against the Company. However, the Company believes that the ultimate resolution of such several proceedings will not have a material effect on its consolidated financial position or result of operations. Included in this amount Coca-Cola FEMSA has tax contingencies, amounting to approximately Ps.21,217, with loss expectations assessed by management and supported by the analysis of legal counsel which it considers possible. Among these possible contingencies, are Ps. 8,625 in various tax disputes related primarily to credits for ICMS (VAT) and Industrialized Products Tax (IPI). Possible claims also include Ps. 10,194 related to the disallowance of IPI credits on the acquisition of inputs from the Manaus Free Trade Zone. Cases related to these matters are pending final decision at the administrative level. Possible claims also include Ps. 1,817 related to compensation of federal taxes not approved by the IRS (Tax authorities). Cases related to these matters are pending final decision in the administrative and judicial spheres. Finally, possible claims include Ps. 538 related to the requirement by the Tax Authorities of State of São Paulo for ICMS (VAT), interest and penalty due to the alleged underpayment of tax arrears for the period 1994-1996. Coca-Cola FEMSA is defending its position in these matters and final decision is pending in court. In addition, the Company has Ps. 5,162 in unsettled indirect tax contingencies regarding indemnification accorded with Heineken over FEMSA Cerveza. These matters are related to different Brazilian federal taxes which are pending final decision. At December 31, 2014 there are not important labor and legal contingencies that we have to disclose. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 109 In recent years in its Mexican and Brazilian territories, Coca-Cola FEMSA has been requested to present certain information regarding possible monopolistic practices. These requests are commonly generated in the ordinary course of business in the soft drink industry where this subsidiary operates. The Company does not expect any material liability to arise from these contingencies. 25.7 Collateralized contingencies As is customary in Brazil, the Company has been required by the tax authorities there to collateralize tax contingencies currently in litigation amounting to Ps. 3,026 and Ps. 2,248 as of December 31, 2014 and 2013, respectively, by pledging fixed assets and entering into available lines of credit covering the contingencies (see Note 13). 25.8 Commitments As of December 31, 2014, the Company has contractual commitments for finance leases for machinery and transport equipment and operating lease for the rental of production machinery and equipment, distribution and computer equipment, and land for FEMSA Comercio’s operations. The contractual maturities of the operating lease commitments by currency, expressed in Mexican pesos as of December 31, 2014, are as follows: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Total Mexican Pesos Ps. 3,434 12,340 15,672 Ps. 31,446 U.S. Dollars 196 689 361 1,246 Ps. Ps. Others 29 15 3 47 Ps. Ps. Rental expense charged to consolidated net income was Ps. 4,988, Ps. 4,345 and Ps. 4,032 for the years ended December 31, 2014, 2013 and 2012, respectively. Future minimum lease payments under finance leases with the present value of the net minimum lease payments are as follows: Not later than 1 year Later than 1 year and not later than 5 years Total mínimum lease payments Less amount representing finance charges Present value of minimum lease payments 2014 Minimum Payments Present Value of Payments Ps. Ps. 299 596 895 64 831 263 568 831 - 831 2013 Minimum Payments Ps. Ps. 322 852 1,174 109 1,065 Present Value of Payments Ps. 276 789 1,065 - Ps. 1,065 The Company through its subsidiary Coca-Cola FEMSA has firm commitments for the purchase of property, plant and equipment of Ps. 2,077 as December 31, 2014. 25.9 Restructuring provision Coca-Cola FEMSA recorded a restructuring provision. This provision relates principally to reorganization in the structure of the Company. The restructuring plan was drawn up and announced to the employees of the Company in 2014 when the provision was recognized in its consolidated financial statements. The restructuring of the Company is expected to complete by 2015 and it is presented in current liabilities within accounts payable caption in the consolidated statement of financial position. Balance at beginning of the year New Payments Cancellation Balance at end of the year December 31, 2014 December 31, 2013 December 31, 2012 Ps. Ps. - 199 (142) (25) 32 Ps. Ps. 90 179 (234) (35) - Ps. Ps. 153 195 (258) - 90 Note 26. Information by Segment The analytical information by segment is presented considering the Company’s business units (Subholding Companies as defined in Note 1), which is consistent with the internal reporting presented to the Chief Operating Decision Maker. A segment is a component of the Company that engages in business activities from which it earns revenues, and incurs the related costs and expenses, including revenues, costs and expenses that relate to transactions with any of Company’s other components. All segments’ operating results are reviewed regularly by the Chief Operating Decision Maker, which makes decisions about the resources that would be allocated to the segment and to assess its performance, and for which financial information is available. Inter-segment transfers or transactions are entered into and presented under accounting policies of each segment, which are the same to those applied by the Company. Intercompany operations are eliminated and presented within the consolidation adjustment column included in the tables below. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 110 a) By Business Unit: 2014 Total revenues Intercompany revenue Gross profit Administrative expenses Selling expenses Other income Other expenses Interest expense Interest income Other net finance expenses (3) Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method Income taxes Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes Consolidated net income Depreciation and amortization (2) Non-cash items other than depreciation and amortization Investments in associates and joint ventures Total assets Total liabilities Investments in fixed assets (4) Ps. Coca-Cola FEMSA FEMSA Comercio Ps. 147,298 3,475 68,382 - - - - (5,546) 379 Ps. 109,624 - 39,386 - - - - (686) 23 14,952 3,861 (125) - 6,949 693 17,326 212,366 102,248 11,313 7,959 541 37 - 2,872 204 742 43,722 31,860 5,191 CB Equity Other (1) Consolidation Adjustments Consolidated - - - - - - - - 16 8 2 5,244 - - - 83,710 85,742 2,005 - Ps. 20,069 10,067 4,871 - - - - (1,093) 1,068 Ps. (13,542) Ps. 263,449 (13,542) - 110,171 (2,468) - 10,244 - 69,016 - 1,098 - (1,277) (6,701) 624 862 (624) (1,149) 905 1,849 (17) - 193 87 381 51,251 26,846 1,955 (80) - - - - - - (16,908) (16,908) (296) 23,744 6,253 5,139 22,630 10,014 984 102,159 376,173 146,051 18,163 (1) Includes other companies (see Note 1) and corporate. (2) Includes bottle breakage. (3) Includes foreign exchange loss, net; loss on monetary position for subsidiaries in hyperinflationary economies; and market value gain on financial instruments. (4) Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 2013 Total revenues Intercompany revenue Gross profit Administrative expenses Selling expenses Other income Other expenses Interest expense Interest income Other net finance expenses (3) Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method Income taxes Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes Consolidated net income Depreciation and amortization (2) Non-cash items other than depreciation and amortization Investments in associates and joint ventures Total assets Total liabilities Investments in fixed assets (4) 2012 Total revenues Intercompany revenue Gross profit Administrative expenses Selling expenses Other income Other expenses Interest expense Interest income Other net finance expenses (3) Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method Income taxes Share of the profit of associates and joint ventures accounted for using the equity method, net of taxes Consolidated net income Depreciation and amortization (2) Non-cash items other than depreciation and amortization Investments in associates and joint ventures Total assets Total liabilities Investments in fixed assets (4) Ps. Coca-Cola FEMSA Ps. 156,011 3,116 72,935 - - - - (3,341) 654 - FEMSA Comercio Ps. 97,572 - 34,586 - - - - (601) 5 - 17,224 5,731 289 - 7,132 12 16,767 216,665 99,512 11,703 Ps. 147,739 2,873 68,630 - - - - (1,955) 424 - 19,992 6,274 180 - 5,692 580 5,352 166,103 61,275 10,259 2,890 339 11 - 2,443 197 734 39,617 37,858 5,683 Ps. Ps. 86,433 5 30,250 - - - - (445) 19 - 6,146 729 (23) - 2,031 200 459 31,092 21,356 4,707 111 CB Equity Other (1) Consolidation Adjustments Consolidated - - - - - - - - 12 - 4 1 4,587 - - - 80,351 82,576 1,933 - - - - - - - - - 18 - 10 - 8,311 - - - 77,484 79,268 1,822 - Ps. 17,254 9,624 4,670 - - - - (865) 1,030 - Ps. (12,740) Ps. 258,097 (12,740) - 109,654 (2,537) 9,963 - 69,574 - - 651 (1,439) - (4,331) 476 (476) 1,225 (1,143) - 5,120 1,685 (56) - 121 108 478 45,487 21,807 831 (158) - - - - - - (25,153) (24,468) (335) 25,080 7,756 4,831 22,155 9,696 317 98,330 359,192 136,642 17,882 Ps. 15,899 8,884 4,647 - - - - (511) 727 - Ps. (11,762) Ps. 238,309 (11,762) - 101,300 (2,227) 9,552 - 62,086 - - 1,745 (1,973) - (2,506) 405 783 (405) (181) - 1,620 946 2 - 293 237 545 31,078 12,409 959 (238) - - - (126) - - (11,599) (11,081) (365) 27,530 7,949 8,470 28,051 7,890 1,017 83,840 295,942 85,781 15,560 (1) Includes other companies (see Note 1) and corporate. (2) Includes bottle breakage. (3) Includes foreign exchange loss, net; loss on monetary position for subsidiaries in hyperinflationary economies; and market value gain on financial instruments. (4) Includes acquisitions and disposals of property, plant and equipment, intangible assets and other long-lived assets. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014 112 b) Information by geographic area: The Company aggregates geographic areas into the following for the purposes of its consolidated financial statements: (i) Mexico and Central America division (comprising the following countries: Mexico, Guatemala, Nicaragua, Costa Rica and Panama) and (ii) the South America division (comprising the following countries: Brazil, Argentina, Colombia and Venezuela). Venezuela operates in an economy with exchange controls and hyper-inflation; and as a result, it is not aggregated into the South America area, (iii) Europe (comprised of the Company’s equity method investment in Heineken) and (iv) the Asian division comprised of the Coca-Cola FEMSA’s equity method investment in CCFPI (Philippines) which was acquired in January 2013. Geographic disclosure for the Company is as follow: 2014 Mexico and Central America (1) (2) South America (3) Venezuela Europe Consolidation adjustments Consolidated 2013 Mexico and Central America (1) (2) South America (3) Venezuela Europe Consolidation adjustments Consolidated 2012 Mexico and Central America (1) South America (3) Venezuela Europe Consolidation adjustments Consolidated Total Revenues 186,736 69,172 8,835 - (1,294) 263,449 171,726 55,157 31,601 - (387) 258,097 Ps. Ps. Ps. Ps. Total Non Current Assets Ps. Ps. 139,899 67,078 6,374 83,710 - 297,061 Ps. 133,571 61,143 10,558 80,351 - Ps. 285,623 Total Revenues Ps. 155,576 56,444 26,800 - (511) Ps. 238,309 (1) Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico only) revenues were Ps. 178,125, Ps. 163,351 and Ps. 148,098 during the years ended December 31, 2014, 2013 and 2012, respectively. Domestic (Mexico only) non-current assets were Ps. 138,662 and Ps. 127,693, as of December 31, 2014, and December 31, 2013, respectively. (2) Coca-Cola FEMSA’s Asian division consists of the 51% equity investment in CCFPI (Philippines) which was acquired in 2013, and is accounted for using the equity method of accounting (see Note 10). The equity in earnings of the Asian division were Ps. (334) and Ps. 108 in 2014 and 2013, respectively as is the equity method investment in CCFPI was Ps. 9,021 and Ps. 9,398 and this is presented as part of the Company’s corporate operations in 2014 and 2013, respectively and thus disclosed net in the table above as part of the “Total Non Current assets” in the Mexico & Central America division. However, the Asian division is represented by the following investee level amounts, prior to reflection of the Company’s 51% equity interest in the accompanying consolidated financial statements: revenues Ps. 16,548 and Ps. 13,438, gross profit Ps. 4,913 and Ps. 4,285, income before income taxes Ps. 664 and Ps. 310, depreciation and amortization Ps. 643 and Ps. 1,229, total assets Ps. 19,877 and Ps. 17,232, total liabilities Ps. 6,614 and Ps. 4,488, capital expenditures Ps. 2,215 and Ps. 1,889, as of December 31, 2104 and 2013, respectively. (3) South America includes Brazil, Argentina, Colombia and Venezuela, although Venezuela is shown separately above. South America revenues include Brazilian revenues of Ps. 45,799, Ps. 31,138 and Ps. 30,930 during the years ended December 31, 2014, 2013 and 2012, respectively. Brazilian non-current assets were Ps. 51,587 and Ps. 45,900, as of December 31, 2014 and December 31, 2013, respectively. South America revenues include Colombia revenues of Ps. 14,207, Ps. 13,354 and Ps. 14,597 during the years ended December 31, 2014, 2013 and 2012, respectively. Colombia non-current assets were Ps. 12,933 and Ps. 12,888, as of December 31, 2014 and December 31, 2013, respectively. South America revenues include Argentina revenues of Ps. 9,714, Ps. 10,729 and Ps. 10,270 during the years ended December 31, 2014, 2013 and 2012, respectively. Argentina non-current assets were Ps. 2,470 and Ps. 2,042, as of December 31, 2014 and December 31, 2013, respectively. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICO 113 Note 27. Future Impact of Recently Issued Accounting Standards not yet in Effect The Company has not applied the following standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective. IFRS 9, Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The transition to IFRS 9 differs by requirements and is partly retrospective and partly prospective. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before February 1, 2015. The Company has not early adopted this IFRS, and the Company has yet to complete its evaluation of whether it will have a material impact on its consolidated financial statements. IFRS 15, Revenue from Contracts with Customers IFRS 15, “Revenue from Contracts with Customers”, was issued in May 2014 and applies to annual reporting periods beginning on or after January 1, 2017, earlier application is permitted. Revenue is recognized as control is passed, either over time or at a point in time. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. In applying the revenue model to contracts within its scope, an entity will: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; 5) Recognize revenue when (or as) the entity satisfies a performance obligation. Also, an entity needs to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has yet to complete its evaluation of whether these changes will have a significant impact on its consolidated financial statements. Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact to the Company given that the Company has not used a revenue-based method to depreciate its non-current assets. Amendments to IFRS 11, Joint Arrangements: Accounting for acquisitions of interests The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. The Company anticipates that no impact is expected on the financial statements from the adoption of these amendments because it does not have investment in a joint operation. Note 28. Subsequent Events On February 11, 2015, the Venezuelan government announced plans for a new foreign currency exchange system with three markets. The new legislation, maintains the official exchange rate of 6.3 bolivars to the U.S. dollar (USD) that will continue to be available for certain foods and medicines; furthermore the new legislation merges SICAD I and SICAD II into a new SICAD that is currently valued at 12 bolivars per USD, and creates a new open market foreign exchange system (SIMADI) that started at 170 Bolivars per USD. At the date of this report, no specific guidance has been defined with respect to the use of each exchange rate available. The Company will closely monitor developments in this area, which may affect the exchange rate(s) used prospectively. On December 2014, FEMSA Comercio agreed to acquire 100% of Farmacias Farmacon, a regional drugstore operator in the western Mexican states of Sinaloa, Sonora, Baja California and Baja California Sur. Headquartered in the city of Culiacan, Sinaloa, Farmacias Farmacon currently operates 213 stores. The transaction is pending customary regulatory approvals, including the authorization of the Mexican Federal Economic Competition Commission (“Comisión Federal de Competencia Económica”). Since 1995, FEMSA Comercio has been providing services and assets for the operation of gasoline service stations through agreements with third parties that own Petroleos Mexicanos (PEMEX) franchises, using the commercial brand OXXO Gas. As of December 31, 2014 there were 227 OXXO Gas stations, most of them adjacent to OXXO stores. Mexican legislation precluded FEMSA Comercio from participating in the retail of gasoline and therefore from owning PEMEX franchises given FEMSA’s foreign institutional investor base. In light of recent changes to the legal framework as part of Mexico’s energy reform, FEMSA Comercio is no longer precluded from owning PEMEX franchises and participating in the retail of gasoline. In order to enable this, FEMSA Comercio has agreed to acquire the related PEMEX franchises from the aforementioned third parties and plans to lease, acquire or open more gasoline service stations in the future. FOMENTO ECONÓMICO MEXICANO, S.A.B. DE C.V. AND SUBSIDIARIESMONTERREY, N.L., MEXICOfemsa annual report 2014114 Headquarters FEMSA Corporate Offices General Anaya No. 601 Pte. Col. Bella Vista Monterrey, Nuevo León Mexico, C.P. 64410 Phone: (52) 81 8328-6000 Fax: (52) 81 8328-6080 Coca-Cola FEMSA Mario Pani N° 100 Col. Santa Fé Cuajimalpa 05348, México, D.F. Mexico Phone: (52) 55 1519-5000 FEMSA Comercio Edison No. 1235 Nte. Col. Talleres Monterrey, Nuevo León Mexico, C.P. 64480 Phone: (52) 81 8389-2121 Fax: (52) 81 8389-2106 FEMSA Negocios Estratégicos General Anaya No. 601 Pte. Col. Bella Vista Monterrey, Nuevo León Mexico, C.P. 64410 Phone: (52) 81 8328-6600 Fax: (52) 81 8328-6601 The FEMSA 2014 Annual Report may contain certain forward-looking statements concerning FEMSA and its subsidiaries’ future performance and should be considered as good faith estimates of FEMSA and its subsidiaries. These forward-looking statements reflect management’s expectations and are based upon currently available data. Actual results are subject to further events and uncertainties which could materially impact the Company’s subsidiaries’ actual performance. Contact Information General Counsel Carlos E. Aldrete General Anaya No. 601 Pte. Colonia Bella Vista Monterrey, Nuevo León Mexico, C.P. 64410 Phone: (52) 81 8328-6180 Independent Accountant Mancera, S.C. A Member Practice of Ernst & Young Global Limited Av. Lázaro Cárdenas No. 2321 Pte. Piso 5 Col. Residencial San Agustín San Pedro Garza García, Nuevo León Mexico, C.P. 66260 Phone: (52) 81 8152-1800 Depositary Bank and Registrar BNY Mellon BNY Mellon Shareowner Services P.O. Box 30170 College Station, TX 77842-3170 Phone: 888 BNY ADRS (269-2377) Investor Relations Juan Fonseca Gerardo Lozoya Phone: (52) 81 8328-6167 Fax: (52) 81 8328-6080 e-mail: investor@femsa.com.mx Corporate Communication Mauricio Reyes Erika De la Peña Phone: (52) 55 5249-6843 Fax: (52) 55 5249-6861 e-mail: comunicacion@femsa.com International Callers: 201-680-6825 e-mail: shrrelations@cpushareownerservices.com Website: www.bnymellon.com/shareowner For more information visit us at: www.femsa.com www.femsa.com/investor Stock Markets and Symbols Fomento Económico Mexicano, S.A.B. de C.V. stock trades on the Bolsa Mexicana de Valores (BMV) in the form of units under the symbols FEMSA UBD and FEMSA UB. The FEMSA UBD units also trade on The New York Stock Exchange, Inc. (NYSE) in the form of ADRs under the symbol FMX. P R I N T ED USI N 1 0 0 % WIND E N E G Y G R Supplied by Community Energy design: www.signi.com.mx www.femsa.com investor@femsa.com.mx General Anaya No. 601 Pte. Colonia Bella Vista Monterrey, Nuevo León Mexico, C.P. 64410 Phone: (52) 81 8328-6180 www.annualreport.femsa.com/ 

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