Fomento Economico Mexicano S.A.B. de C.V.
Annual Report 2017

Plain-text annual report

A N N U A L R E P O R T 2 0 1 7 Contents FEMSA at a Glance . . . . . . . . . . . . . . . . . . 2 Value Creation Highlights. . . . . . . . . . . . . 4 Dear Shareholders . . . . . . . . . . . . . . . . . . . 8 FEMSA Comercio . . . . . . . . . . . . . . . . . . 10 Coca-Cola FEMSA . . . . . . . . . . . . . . . . . 16 Sustainability . . . . . . . . . . . . . . . . . . . . . . 22 FEMSA Foundation . . . . . . . . . . . . . . . . 30 Corporate Governance . . . . . . . . . . . . . . 34 Financial Summary . . . . . . . . . . . . . . . . . 38 Management’s Discussion & Analysis . . . . . . . . . . . . . . . . . . . . . . . . . 40 Fomento Económico Mexicano, S.A.B. de C.V., or FEMSA, is a leading multinational company headquartered in Monterrey, Mexico, that participates in the beverage and retail industries. We hold a controlling stake1 in Coca-Cola FEMSA, the largest franchise bottler of Coca-Cola products in the world by sales volume with operations in ten countries. We are also the second largest shareholder of Heineken— one of the world’s leading brewing companies with operations in over 70 countries—with a 14.76 percent economic interest in the Heineken Group. FEMSA Comercio is the largest operator of small-format stores in the Americas, and is comprised of a Retail Division, operating various store chains, including OXXO, the largest proximity retail chain in Latin America; a Fuel Division, operating the OXXO GAS chain of retail service stations in Mexico; and a Health Division, which includes drugstores and related operations in Chile, Mexico and Colombia. FEMSA Negocios Estratégicos (FEMSA Strategic Businesses) provides logistical support to Coca-Cola FEMSA, FEMSA Comercio and external clients. It is comprised of Solistica, providing an integrated logistics platform in several Latin American countries; Imbera, offering leading commercial refrigeration solutions with global reach; and PTM, manufacturing plastic transformation projects for the food and beverage, automotive and retail industries, as well as operating one of the largest plastic recycling companies in Mexico. 1 47.2% economic interest, representing 63% of shares with voting rights. Refreshment. Convenience. Value Creation. FEMSA is driven by a corporate philosophy characterized by identifying and satisfying consumer demands, generating income for our shareholders, expanding social development and minimizing our environmental impact.2 Our 2017 integrated Annual Report reflects our commitment to strong corporate governance and transparency. Our financial and sustainability results are for the twelve months ended December 31, 2017 compared to the twelve months ended December 31, 2016. This report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and, as signatories to the United Nations Global Compact, represents our Communication on Progress for 2017. 2 http://www.femsa.com/en/meet-femsa/our-beginning/who-we-are/ 1 FEMSA at a Glance Our Presence: Mexico ● ● ● Central America ● ● Colombia ● ● ● Philippines ● Venezuela ● Business Units ● FEMSA Comercio ● Coca-Cola FEMSA FEMSA Comercio and Coca-Cola FEMSA ● FEMSA Strategic Businesses FEMSA operates in 11 countries: Argentina, Brazil, Chile, Colombia, Costa Rica, Guatemala, Mexico, Nicaragua, Panama, the Philippines and Venezuela. Chile ● Brazil ● ● Argentina ● Corporate Structure: Equity Stakes and Business Units 27.8% The Coca-Cola Company 25.0% Public Coca-Cola FEMSA 47.2% FEMSA Comercio 100% FEMSA Strategic Businesses 100% Heineken 14.8% Retail Division Health Division Fuel Division 2 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Operational Overview: FEMSA COMERCIO Retail Division OXXO, the largest C-store chain in the Americas by units Mexico, Chile and Colombia Mexico and Colombia Customers per day (millions) Points of Sale Distribution Facilities Headcount 11.8 16,526 20 130,687 Customers per year (millions) Points of Sale Distribution Facilities Headcount 173 2,225 5 21,493 FEMSA COMERCIO Health Division Drugstores and related operations in Mexico, Chile and Colombia FEMSA COMERCIO Fuel Division OXXO GAS chain of retail service stations in Mexico Mexico Customers per year (millions) Points of Sale Headcount 153 452 5,839 Country / Region Population Served (millions) Points of Sale Plants Distribution Facilities Mexico Central America 1 Colombia Venezuela Brazil Argentina Philippines Total 72.1 21.7 49.6 32.1 88.4 12.3 104.9 381.1 853,430 118,414 372,785 158,563 396,220 48,396 818,502 2,766,310 17 5 7 4 10 2 19 64 145 36 24 24 40 3 52 324 COCA-COLA FEMSA Largest Coca-Cola franchise bottler in the world by volume 1. Includes Costa Rica, Guatemala, Nicaragua and Panama 3 Value Creation Highlights FEMSA’s mission is to create economic and social value through business enterprises and institutions. This includes consistently attracting and meeting consumer demand, generating financial returns for our shareholders and promoting higher social growth. Economic Value Our 2017 financial results reflect the economic value we continue to create in the countries where FEMSA operates. Millions of pesos Total revenues 2017 (1) 2017 2016 %Change 2015 %Change 23,445 460,456 399,507 15.3% 311,589 Income from operations (2) 2,110 41,439 37,427 10.7% 33,735 Operating margin 9.0% 9.4% 10.8% Consolidated net income 1,895 37,206 27,175 36.9% 23,276 Controlling interest net income (3) 2,160 42,408 21,140 100.6% 17,683 Controlling interest earnings per BD unit (4) Controlling interest earnings per ADS (5) 0.6 6.0 11.9 118.5 5.9 59.1 101.7% 100.5% 4.9 49.4 EBITDA EBITDA margin Total assets Total liabilities Total equity 3,127 61,418 54,987 11.7% 46,626 13.3% 13.8% 15.0% 29,967 588,541 545,623 7.9% 409,332 12,812 251,629 259,453 -3.0% 167,476 17,155 336,912 286,170 17.7% 241,856 Capital expenditures 1,282 25,180 22,155 13.7% 18,885 Total cash and cash equivalents (6) 4,936 96,944 43,637 122.2% 29,396 Short-term debt Long-term debt Headcount (7) 692 13,590 7,281 86.7% 5,895 5,996 117,758 131,967 -10.8% 85,969 295,027 266,144 10.9% 246,158 28.2% 10.9% 16.8% 19.5% 20.4% 19.6% 17.9% 33.3% 54.9% 18.3% 17.3% 48.4% 23.5% 53.5% 8.1% 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. 19.6395 per US$1.00 as of December 29, 2017. 2. Company’s key performance indicator. 3. Represents the net income that is assigned to the controlling shareholders of the entity. 4. “BD” units each of which represents one series “B” share, two series “D-B” shares and two series “D-L” shares. Data based on outstanding 2,161,177,770 BD units and 1,417,048,500 B units. 5. American Depositary Shares, a U.S. dollar-denominated equity share of a foreign-based company available for purchase on the American Stock Exchange. 6. Cash consists of non-interest bearing bank deposits and cash equivalents consist principally of short-term bank deposits and fixed rate investments. 7. Includes headcount from Coca-Cola FEMSA, FEMSA Comercio and Other Businesses of FEMSA. 4 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance FEMSA consolidated Total Revenues by Business Unit millions of Mexican pesos Total Assets by Business Unit millions of Mexican pesos Ps. 460,456 Ps. 588,541 ● Coca-Cola FEMSA 43% ● Coca-Cola FEMSA 46% FEMSA Comercio: ● Retail Division ● Health Division ● Fuel Division ● Others* 32% 10% 8% 7% FEMSA Comercio: ● Retail Division ● Health Division ● Fuel Division ● Others* 11% 6% 1% 36% Income from Operations by Business Unit 1 millions of Mexican pesos EBITDA 2 by Business Unit millions of Mexican pesos Ps. 41,439 Ps. 61,418 ● Coca-Cola FEMSA 63% ● Coca-Cola FEMSA 64% FEMSA Comercio: ● Retail Division ● Health Division ● Fuel Division ● Others* 30% 4% 1% 2% FEMSA Comercio: ● Retail Division ● Health Division ● Fuel Division ● Others* 28% 4% 1% 3% FEMSA is driven by a corporate philosophy characterized by identifying and satisfying consumer demands, generating income for our shareholders, expanding social development and minimizing our environmental impact. Our integrated Annual Report 2017, reflects our solid corporate governance and transparency. * Includes FEMSA Strategic Businesses 1. Company’s key performance indicator. 2. EBITDA equals to Income from operations plus depreciation, amortization and other non-cash items. 5 Economic Value FEMSA Comercio ■ Retail Division ■ Health Division ■ Fuel Division . 4 2 3 1 . 9 3 2 1 . 7 3 1 1 . 7 0 1 1 . 2 4 5 1 1 . 7 3 1 . 9 9 1 1 . 6 9 0 1 . 4 2 1 5 . 1 1 . 3 0 1 . 7 8 1 . 7 1 . 5 5 1 . 7 3 1 8 . 1 1 . 8 8 6 . 7 9 5 . 7 3 4 . 7 4 4 l a u n n a % h t w o r g 5 7 . . 7 2 0 9 . . 8 6 l a u n n a % h t w o r g . 4 2 1 4 9 . . 4 4 1 . 4 2 1 l a u n n a % h t w o r g . 8 9 . 5 8 1 6 . 1 1 . 3 8 l a u n n a % h t w o r g 5 . 1 1 . 7 6 1 1 . 3 1 . 5 0 1 l a u n n a % h t w o r g . 4 0 1 2 2 . . 7 3 3 . 2 5 1 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Headcount thousands Total Revenues billions of Mexican pesos Income from Operations 1 billions of Mexican pesos EBITDA 2 billions of Mexican pesos Total Assets billions of Mexican pesos l a u n n a % h t w o r g 2 . 1 2 5 . 1 2 . 0 0 2 0 6 . 2 . 1 2015 2016 2017 Headcount thousands 8 5 . 4 5 . . 6 4 l a u n n a % h t w o r g . 8 7 1 0 9 . 2015 2016 2017 Headcount thousands . 4 7 4 . 4 3 4 6 . 1 6 . 1 6 2 . 4 2 . . 5 8 3 . 9 5 3 . 5 2 2 l a u n n a % h t w o r g 1 . 3 1 . 6 2 3 2 . 2 9 . 6 0 l a u n n a % h t w o r g . 7 7 5 1 9 2 . l a u n n a % h t w o r g . 8 0 1 . 5 0 2 4 6 . l a u n n a % h t w o r g 1 . 9 5 3 7 . 2015 2016 2017 2015 2016 2017 2015 2016 2017 2015 2016 2017 Total Revenues billions of Mexican pesos Income from Operations 1 billions of Mexican pesos EBITDA 2 billions of Mexican pesos Total Assets billions of Mexican pesos . 4 8 3 . 6 8 2 . 5 8 1 l a u n n a % h t w o r g . 6 4 5 1 . 4 3 . 3 0 . 3 0 . 2 0 . 4 0 . 4 0 . 3 0 . 7 4 . 6 2 3 3 . l a u n n a % h t w o r g . 2 2 2 . 7 6 l a u n n a % h t w o r g 1 . 6 2 . 2 2 1 l a u n n a % h t w o r g . 0 3 1 . 2 8 2 2015 2016 2017 2015 2016 2017 2015 2016 2017 2015 2016 2017 Total Revenues billions of Mexican pesos Income from Operations 1 billions of Mexican pesos EBITDA 2 billions of Mexican pesos Total Assets billions of Mexican pesos Coca-Cola FEMSA 7 . 1 0 1 . 4 3 8 . 7 3 8 1 . 5 8 . 8 3 0 2 . 7 7 7 1 . 3 7 4 1 . 4 2 5 1 . 2 6 2 . 9 3 2 . 6 2 2 . 7 0 2 . 5 9 3 . 5 5 3 2 . 1 3 . 4 8 2 . 7 5 8 2 . 3 9 7 2 . 4 2 1 2 . 2 0 1 2 l a u n n a % h t w o r g 8 . 1 - . 4 0 7 . 1 . 4 9 1 l a u n n a % h t w o r g . 6 5 - 4 3 . . 6 6 1 . 7 4 1 l a u n n a % h t w o r g . 3 3 - . 2 9 6 5 . 4 9 . l a u n n a % h t w o r g . 7 0 - . 0 0 1 . 6 3 1 4 . 1 1 l a u n n a % h t w o r g . 0 2 - 0 . 1 - . 8 2 3 . 3 2 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Headcount * thousands Total Revenues billions of Mexican pesos Income from Operations 1 billions of Mexican pesos EBITDA 2 billions of Mexican pesos Total Assets billions of Mexican pesos * As of 2017, it includes Coca-Cola FEMSA Philippines. 1. Company’s key performance indicator. 2. EBITDA equals to Income from operations plus depreciation, amortization and other non-cash items. 6 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Social Value We create value for our stakeholders not only through successful economic performance, but also by generating the social, environmental and economic conditions necessary to operate today and to grow sustainably over time. In 2017, we continued to more fully integrate sustainability into our business strategy. 2017 2016 2015 Average hours of training per employee 33.92 25.60 26.60 Accident Index 1 2.10 2.13 3.94 Organizational Climate Result 2 80.80 81.50 81.40 Energy Intensity (Gigajoules / Total Revenues in Ps. million) Greenhouse gas emissions intensity (Tons of equivalent CO2 / Total Revenues in Ps. million) Water efficiency (liters of water used per liter of beverage produced) 41.26 40.46 53.01 3.36 1.65 3.59 1.72 5.33 1.79 Economic spill to the community 3 Ps. 253.2 billion US$ 12.8 billion Ps. 258.2 billion US$ 12.5 billion Ps. 184.4 billion US$ 10.7 billion Percentage of procurement budget on local suppliers 4 Direct beneficiaries of FEMSA Foundation programs 5 87% 82% 85% 1,248,123 1,124,319 631,250 1. Number of incidents per 100 employees, based on the number of FEMSA direct employees reported to the Occupational Health and Safety Administration System. Includes information on all countries. 2. According to FEMSA’s Organizational Climate Diagnostic. 3. Includes human resources remuneration, provider payments, public administration sector remuneration, external donations and donations to the community. 4. Local suppliers are defined as suppliers from the country where the purchase is made. 5. The number of direct beneficiaries is accumulated. 7 (from left to right) Carlos Salazar Lomelín Former Chief Executive Officer José Antonio Fernández Carbajal Executive Chairman of the Board Eduardo Padilla Silva Chief Executive Officer Dear Shareholders 2017 was notable for the developments that contributed to FEMSA’s growth, the challenges that we overcame and the positive impacts we were able to make. It was also a period of change, another step in our permanent quest to evolve and improve as an organization. We ended the year by thanking Carlos Salazar Lomelín for his decades of service at FEMSA following his retirement from the position of Chief Executive Officer. Carlos has served a long and productive career at FEMSA for nearly 45 years, during which time he led many of our operations, including as Chief Executive Officer of FEMSA Cerveza from 1992 to 1999 and as Chief Executive Officer of Coca-Cola FEMSA from 2000 to 2013. He was instrumental in transforming the company into the beverage and retail leader that it is today, and he will continue to share his leadership and expertise with us as my advisor and as a member of the Board of Directors of FEMSA. As of January 1, 2018, we also welcomed Eduardo Padilla Silva—most recently FEMSA’s Chief Financial and Corporate Officer—as FEMSA’s new Chief Executive Officer. Eduardo joined FEMSA in 1997 and, since then, has held several senior positions at FEMSA, including Chief Executive Officer of FEMSA Comercio for 16 years. During his tenure in that role, Eduardo oversaw significant growth, including the establishment of OXXO as the leading proximity retail format in Mexico, as well as FEMSA’s expansion into the drugstore and service station formats. These developments have been integral to shaping our company into what it is today and hold great promise for our future growth. I am confident that Eduardo’s talent and energy will successfully lead us as we embark on a new chapter for FEMSA, full of growth opportunities in these times of momentous change that are rapidly transforming our world. FEMSA continued to evolve in 2017. We successfully monetized a small portion of our Heineken shares, thereby strengthening our balance sheet and efficiently improving our financial flexibility. We also unified our logistics operations under the new name of Solistica, within our FEMSA Strategic Businesses Unit. This move further consolidates our position as a leader in third-party integrated logistics services across Latin America and puts us in a stronger position to deliver expanded solutions to our clients. This year we continued to leverage our diverse brand portfolio and operational expertise to realize strong performance on a consolidated level, despite challenging macroeconomic conditions in several key markets. Total revenues in 2017 increased 15.3 percent over the previous year to Ps. 460.5 billion (US$ 23.4 billion), mainly driven by steady operational growth. Income from operations increased 10.7 percent to Ps. 41.4 billion (US$ 2.1 billion), while net consolidated income increased 36.9 percent to Ps. 37.2 billion (US$ 1.9 8 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance billion). Net majority income per BD Unit was Ps. 11.85 in 2017 (US$ 6.03 per ADS). These results were made possible by the strength of our business units. In FEMSA Comercio—comprised of the Retail, Health and Fuel divisions—we continued to build and strengthen our competitive position in multiple regions. In Retail, we opened 1,301 net new OXXO stores—our fastest pace to date—and further expanded the OXXO brand beyond Mexico in Colombia and Chile. In Health, our operations in Mexico and expansions in Colombia and Chile further secured our position as a leading drugstore operator in Latin America, with a total of 2,225 stores achieving a 9.2 percent increase in revenue and a 6.7 percent increase in same-store sales. In Fuel, we continued to play a key role in the rapid transformation of Mexico’s energy sector with the addition of 70 net new OXXO GAS service stations in Mexico, and a 19.8 percent increase in same-station sales. Coca-Cola FEMSA successfully navigated market pressures in 2017 and focused on strengthening its beverage portfolio and remaining nimble and responsive to evolving consumer preferences. Our Mexico and Central America divisions continued implementing our operating model transformational initiatives, including digitizing our platform, scaling supply chain solutions and innovating information technology strategies. In Brazil, we are encouraged by our results highlighted by our affordability strategy that enabled us to grow volumes, regain market share in sparkling beverages—reaching a record high by year-end—and improve our profitability. We know our economic impacts are tied closely to our social impacts. In addition to our permanent sustainability efforts within our business units, the FEMSA Foundation, and in close collaboration with Tec de Monterrey, this year we came together to respond to several natural disasters that caused tremendous loss in Mexico, including two devastating earthquakes. FEMSA launched three separate disaster response initiatives to provide needed assistance and resources, and the FEMSA Foundation contributed critical supplies to shelters and food banks in the hardest-hit areas in the country. Consolidated revenues totaled Ps. 460.5 billion in 2017, up 15.3% Leading in sustainability performance and disclosure is an important priority for FEMSA. In 2017, we took steps to further embed best practices across our operations and we invested a total amount of Ps. 2.7 billion (US$ 138.3 million). Externally, these funds are allocated to our communities through our operations and FEMSA Foundation’s initiatives on water security, early childhood development, and education through our work with Tec de Monterrey. Internally, the focus is directed toward our employees and their families as well as environmental stewardship. We have been a signatory of the United Nations Global Compact (UNGC) since 2005, and we adhere to the UNGC’s ten principles to protect human rights, uphold ethical labor practices, preserve the environment and combat corruption. Our 2017 Annual Report represents our 12th UNGC Communication on Progress and it references the Global Reporting Initiative (GRI) Standards. Throughout our company’s history, FEMSA’s culture has maintained a deep respect for human dignity over and above financial considerations. Our corporate philosophy is to serve our customers, generate returns for our shareholders, increase social development and minimize our environmental impact. As such, we operate under the fundamental principle of creating both, economic and social value for our stakeholders. This year’s integrated Annual Report highlights the important ways in which we advanced in these areas in 2017, as well as the goals and priorities we have identified to make even more progress in 2018 and beyond. We want to thank you once again for your continued support and trust, and look forward to embarking with you on another exciting year ahead. José Antonio Fernández Carbajal Executive Chairman of the Board 9 FEMSA Comercio Steady growth, sustainable performance The past decade of strong, steady growth in our FEMSA Comercio retail operations has helped to position our company to continue delivering value to our stakeholders in the coming years. FEMSA Comercio contributed 50 percent of FEMSA’s consolidated revenues in 2017 (up from 38 percent in 2007) and contributed 33 percent of EBITDA in 2017 (up from 18 percent in 2007), reflecting an increasingly balanced core portfolio over time and favorably diversifying our financial performance. Despite rising inflation in Mexico, the rapid transformation of Mexico’s fuel industry, and a number of severe natural disasters in 2017, our retail operations made solid progress in a resilient consumer environment and are well positioned to continue creating value and driving long-term earnings growth. On average, the Retail Division opens one new OXXO store every seven hours. 10 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Retail Division Every day, nearly 12 million people make a purchase at one of our more than 16,500 OXXO proximity retail stores in Mexico and Colombia. With a strong brand and best-in-class margins and returns, OXXO is the third-largest retailer in Mexico in terms of revenues and the largest store chain in the Americas by units. We saw revenue growth in the Retail Division of 12.4 percent by year-end 2017. Trajectory for success On average, the Retail Division opens one new OXXO store every seven hours. In 2017, we again added new stores at an accelerated pace, opening a record of 1,301 net new stores— and creating approximately 10,000 direct new jobs in the process—while maintaining above-trend growth in same-store sales for the third year in a row. 11 1,301 net new OXXO stores in 2017 6 2 5 6 1 , 5 2 2 5 1 , 1 6 0 4 1 , 3 5 8 2 1 , h t w o r g l a u n n a % . 7 9 4 9 . . 3 8 . 5 8 2014 2015 2016 2017 Total OXXO Stores Our trajectory for continued growth remains very strong in many regions of Mexico where store penetration remains relatively low. We have developed proprietary models to assist in identifying optimal store locations, store formats, and product categories. We expect to continue to generate solid returns in new stores by strictly monitoring our cost-of-capital parameters and by consistently implementing our proven operating processes and practices. In 2017, we also continued to prepare for long-term growth and expansion of the OXXO brand beyond Mexico. In our stores in Colombia and Chile, we are deploying our considerable expertise in the convenience-store format while optimizing our local value proposition and understanding of how best to serve our consumers across markets. Gaining this knowledge will help support the next stage of potential expansions to other regional markets in South America. Expanding convenience Driving the sustained growth of the OXXO brand is FEMSA’s dedicated focus on creating value for stakeholders while refining our business model and offerings to meet the market’s needs. Consumers who have relied on OXXO to quench their thirst, satisfy a snack craving or pick up a prepared meal now increasingly appreciate the one-stop convenience of purchasing other products or using essential services while at one of our stores. For example, providing a place to securely make deposits and withdrawals from bank accounts, receive remittances from relatives living abroad, and pay utility bills are ways our company is investing in the social and relationship capital of our customers to earn their trust. +3,150 average SKUs per store 12 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Health Division With acquisitions in key markets over the past several years, FEMSA continues to build a strong presence in the health and drugstore segment in Latin America. We first entered this market segment in 2013, with the acquisition of two regional drugstore chains in Mexico. In 2015, we expanded further with two additional acquisitions, including a majority stake in the Chilean pharmacy and distribution chain, Grupo Socofar, which operates an integrated platform in Chile and Colombia. Our current growth strategy for the Health Division is to further consolidate our market presence and facilitate continued international expansion by leveraging both our effective small-box retail processes and our operational and logistics expertise. With 2,225 points of sale as of year-end 2017, we are becoming a key drugstore operator in Latin America. Revenues increased by 9.2 percent during the year, with same-store sales increasing by 6.7 percent. Strengthening our position In Mexico, we currently operate more than 1,100 drugstores under different leading regional brands. In 2017, we continued to make significant preparations for future growth and consolidation by building the infrastructure that is required to integrate our legacy drugstore operations into a single platform and to standardize our business model across these different regional brands. 13 In turn, these added service offerings are driving same-store traffic growth and expanding the gross margin. In 2017, our Correspondent Banking network included 12 partner banking institutions, and the number of issued Saldazo debit card accounts reached more than 9 million. To ensure that we maintain a motivated workforce, we are also making investments in the human capital of our organization. We are taking steps to ensure that our OXXO employees are working in stores closer to their home, thereby saving them time and money, while potentially contributing to a reduction in traffic congestion and greenhouse gas emissions related to commuting. In 2017, we also took steps to increase compensation, training, and diversity among our OXXO employees as part of our plan for employee engagement and retention. Though these new policies and investments in human capital partially contributed to a slight contraction of OXXO’s operating margin in 2017, we believe that our value- centered approach will reduce turnover and related costs of hiring and training in the longer term. Spotlight on Sustainability: FEMSA is focused on reducing waste in our retail operations and supporting our community. Two examples of our efforts to accomplish this include: 1. Replacing or eliminating excess and unnecessary packaging as much as possible, while promoting the use of recycled and recyclable packaging materials; and 2. Donating packaged food prior to its expiration date to local food banks, in collaboration with Bancos de Alimentos de México. 2,225 stores in Mexico, Chile and Colombia 105 net new stores in 2017 5 2 2 2 , 0 2 1 , 2 0 0 9 , 1 h t w o r g l a u n n a % 6 . 1 1 0 5 . 2015 2016 2017 Total Number of Stores for Health Division 14 In South America, through Grupo Socofar, we operate more than 700 Cruz Verde pharmacies and 181 Maicao beauty stores in Chile, as well as more than 200 Cruz Verde drugstores in Colombia. Our Chilean operations have a solid competitive position, best-in-class operating practices and significant vertical integration. Our experience in this market has greatly expanded our knowledge base, and this represents an ideal platform from which to grow and puts us in a strong position for future regional expansion. Fuel Division Following Mexico’s historic energy reform program beginning in December 2013—which opened the oil and gas market to foreign capital for the first time in more than 75 years— FEMSA recognized the unique opportunity to participate in the transformation of the country’s fuel industry through the operation of a large network of service stations. Beginning in March 2015, we started transitioning from our legacy operation of approximately 200 service stations on behalf of third parties, to growing our own base of stations mainly through long-term lease agreements. We saw clear alignment in this endeavor with our retail service expertise, as well as the opportunity to leverage OXXO’s brand equity. Expanding our service stations network To further consolidate our presence in the market and create additional value for shareholders, in 2017 we invested in the expansion of our infrastructure and continued to roll out our OXXO GAS branding to new stations. As of the end of 2017, our Fuel Division now operates a total of 452 OXXO GAS service stations. FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance 70 net new service stations in 2017 2 5 4 2 8 3 7 0 3 h t w o r g l a u n n a % . 4 4 2 . 3 8 1 2015 2016 2017 Total OXXO GAS Service Stations Our OXXO GAS outlets build trust with customers through reliable, high-quality service backed by our strong brand. We also engender loyalty through special promotions available only to our customers. Navigating market pressures The number of vehicles on Mexico’s roads has grown steadily over the last few decades and, with it, demand for gasoline. Domestic refining output has not kept pace with demand, and gasoline imports have increased as a result. That fact, combined with the currency conditions present in early 2017—namely a steep depreciation of the Mexican peso vis à vis the U.S. dollar—contributed to a sharp increase in the price of gasoline and diesel in January 2017 by an average of approximately 17 percent. This unique set of circumstances led to a contraction in gross margin in the Fuel Division in the first two quarters of 2017, with gross profits per liter remaining relatively flat versus the previous year, in peso terms. In the second half, we saw stronger sequential improvement in profitability due to more flexible pricing structures and a stronger exchange rate. For the full year, revenues increased 34.1 percent, with same-station sales growth of 19.8 percent. Looking ahead, as the oil and gas industry continues to transition to an open-market model, we will remain focused on improving our customer value proposition, expanding our network of service stations and enhancing underlying profitability by fine-tuning our business model and revenue management capabilities in ways that highlight our strengths and expertise in retail dynamics. Spotlight on Sustainability: We are continually working to find efficiencies and save resources at our OXXO GAS service stations: � Since 2011, we have installed LED lighting at OXXO GAS stations, which use less electricity, provide better lighting conditions and create safer and more comfortable spaces. � Since 2015, we have expanded the installation of efficient toilets in service station restrooms, including dry urinals that save an average of 3.8 liters of water per flush. In 2017, we deployed a new waste management program to separate organic and inorganic waste. � � As of the end of 2017, we have planted more than 1,000 trees at OXXO GAS stations. 15 Coca-Cola FEMSA Guiding our business growth As a strategic partner to The Coca-Cola Company and the largest Coca-Cola franchise bottler in the world, by sales volume, Coca-Cola FEMSA holds a leadership position within the beverage industry with a multi-category portfolio and global footprint . Our Strategic Framework steers our long-term business growth strategy by promoting company-wide collaboration and sharing best practices. As we grow, both organically and through strategic acquisitions, we aim to create value for all our stakeholders by realizing new operational efficiencies and innovations. In this way, we are focused on strengthening our multi-category portfolio, transforming our operational capabilities, and evolving toward a unified corporate culture. We are also integrating a stronger emphasis on sustainability and proactive environmental management across our business strategy. Multi-category beverage leader with global footprint CATEGORIES GEOGRAPHIES WINNING PORTFOLIO BUILD-UP • Growth in sparkling beverages • Profitable growth in stills • Accelerated growth in dairy OPERATING MODEL TRANSFORMATION CULTURAL EVOLUTION • Commercial Digital Platform • Scalable Solutions in Supply Chain • Global Business Services to leverage growth • Innovative IT strategy • Connected and inspiring leadership • Our talent is key • and innovation Inside-out perspective CHOICES FOR EVERY LIFESTYLE SUSTAINABLE COMMUNITIES AND ENVIRONMENT SUSTAINABILITY PROFESSIONAL DEVELOPMENT AND WORKPLACE RIGHTS Disciplined capital allocation Strategic mergers and acquisitions 16 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Winning portfolio buildup In 2017, we generated over 25 billion transactions serving sparkling beverages, juices, isotonic sports and energy drinks, teas, waters, dairy products and plant-based beverages to more than 381 million consumers. To continue to expand our level of service in diverse markets, we are focused on building a winning portfolio of beverages, as well as anticipating—and responding to—evolving consumer preferences. We are revitalizing our sparkling beverage offerings, diversifying in still and dairy beverage options, and exploring new, innovative categories. Innovation is a cornerstone of our path toward strategic growth and development. In 2017, as part of our portfolio innovations that offer our consumers more suitable options for their lifestyles, we launched: 17 31% of the brands in our portfolio have vitamins, fiber, minerals, or nutritional supplements • Coca-Cola Sin Azúcar in Mexico, a sugar-free alternative that comes in a variety of portion sizes. • Fanta Guaraná in Brazil to offer our consumers a lower sugar alternative and revitalize our flavored carbonated soft drink category. We also continue to complement the organic growth of Coca-Cola FEMSA with value-creating acquisitions. We know that with multi-category beverage leadership also comes great responsibility. We are taking steps to promote healthy habits in our communities and encouraging people to combine good nutrition with physical activity in their lives. Our strategy is centered on three levels of action: • Local initiatives: In 2015, we set a goal to benefit five million people by 2020 through programs supporting healthy habits and nutrition awareness. In 2017, approximately 1.6 million people had been benefited in our programs, with an investment of US$ 6 million. To date our progress on this goal is 62%. • Multi-sector initiatives: In 2016, we launched the Latin American Commitment for a Healthy Future, a multi-sector coalition that promotes initiatives and educational tools to empower school-aged children and their families to make good decisions about their eating habits and physical activity. • Responsible marketing: In addition to strict nutritional labeling standards and limited advertising in media to children, we also adhere to the Responsible Marketing policies and the Global School Beverage Guidelines of The Coca-Cola Company. In 2017, approximately 1.6 million people had been benefited by our Healthy Habits programs and initiatives Together with The Coca-Cola Company and the Coca-Cola System in Latin America, we added AdeS plant-based beverages to our expanding offerings in the region. AdeS will complement and strengthen our still beverage portfolio, providing consumers with a broader range of choices. As a nutritious, dairy-free product, AdeS is well-positioned to benefit from favorable dynamics in the broader dairy- alternative beverage segment, as well as positive consumption trends for premium, nutritious, and natural products. 18 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance In our Commercial CoE, we continue to accelerate the transformation of our operating model, highlighted by the implementation of our upgraded KOFmmercial Digital Platform (KDP), which is based on four pillars: advanced analytics for revenue transformation; dynamic initiative management; omnichannel integration of customer connection points; and improved route-to-market to maximize customer value creation while managing costs. We rolled out the KDP platform in Mexico in early 2017 and have now expanded to Brazil, the Philippines, Colombia, Costa Rica, Nicaragua and Panama. In 2018, we will continue upgrading and rolling out KDP throughout our markets. Ensuring product affordability To better serve and strengthen our connection with consumers, particularly in the challenging macroeconomic environment of 2017, we rolled out affordability initiatives across our operations through our strong platform of affordable, returnable multi-serve packaging alternatives. In Mexico, Brazil and Colombia, we reinforced the coverage of these returnable presentations, as we look to provide the right package at the right price for every consumer. Additionally, we continue implementing our Magic Price Points strategy to intensify our connection with consumers. This approach helps ensure affordability of our single- serve portfolio at “magic price” points. As a result, we were able to improve consumer segmentation through revenue management, increase profitability and gain or maintain market share, as we did in Argentina, Brazil and Colombia. Operating Model Transformation As we work to create a leaner and more agile organization, we are building a sustainable competitive advantage by developing and deploying next-generation strategic capabilities through our Centers of Excellence (CoEs). 19 We delivered hard manufacturing savings of US$ 145 million over the past three years Our Distribution & Logistics CoE redefined its organizational structure into KOF Logistics Services (KLS), which designs and deploys our Supply Chain Planning model to standardize processes, enhance centralized organizational capabilities and incorporate cutting-edge technological tools. We continue to invest in new technology platforms, such as the Digital Distribution System, which delivers increased resource optimization, improved employee and driver safety, and higher customer satisfaction. The CoE’s safety strategy includes initiatives that support the entire company, including transforming our safety culture, managing key risks and professionalizing the safety function. These safety initiatives are adding value by reducing the amount of resources we use and improving the safety of our communities. After implementing Digital Distribution in Mexico in 2017, we have now expanded the platform to Brazil and aim to continue implementing in our remaining territories by 2019. In our Manufacturing CoE, we continued the development and rollout of our proprietary Manufacturing Management Model to bolster efficiency and productivity, which includes our Plant Operating Model, Centralized Plant Maintenance Planning, Standardized Maintenance System and Manufacturing Execution System. We are also creating a culture of safety, and working to advance our safety programs, which has resulted in fewer accidents. These initiatives not only create a better work environment for our employees, but also drive cost savings. 41% of the brands in our portfolio are low or no calorie beverages 20 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Spotlight on Sustainability: To conserve the amount of resources and energy needed for our operations, our goal is to use recycled materials in 25% of our total PET presentation production by 2020. As of 2017, we are approaching the achievement of our goal, using 21% recycled materials in the production of our PET presentations. Cultural Evolution Through our continuous evolution, we are creating a strong, unified corporate culture, founded on the cornerstones of leadership, talent and innovation. Together, we share a passion for excellence—embracing diversity across our increasingly multicultural operations. We are focused on identifying the strengths and opportunities of our workforce and leadership team, with an aim to empower employees by giving them the tools and capabilities they need to succeed in their roles. 2017 Cultural Evolution Highlights Organizational Health Index Survey Talent Management and Development Volunteering Coca-Cola FEMSA launched its fourth annual employee engagement survey and gathered feedback from more than 21,000 participants. We registered a five-point increase in our overall organizational health from our baseline survey in 2014. In 2017, we invested US$ 12.7 million in employee training initiatives, accounting for 3.4 million of total training hours. Additionally through the Universidad FEMSA online platform, we offered to our people more than 5,000 different resources such as: events, courses, videos and diverse online materials aligned with the best practices of our Centers of Excellence. By 2020, our goal is to achieve one million hours of volunteer work through the KOF Volunteers program. At year-end 2017, we have accumulated 681,224 volunteer hours since 2016—representing 68.2% of our goal. 21 Sustainability Creating sustainable value FEMSA defines sustainability as the ability to generate the social, environmental and economic conditions needed to operate today and grow over time in harmony with the environment and society. We base our actions on an underlying commitment to ethics and values, and we organize our sustainability approach along three pillars: Our People, Our Planet and Our Community. Since 2005 we have been signatories of the United Nations Global Compact, through which we pledge to follow and promote its 10 principles relating to human rights, labor practices, the environment and anti-corruption. We also support the United Nations Sustainable Development Goals (SDGs), which were launched in 2015 and represent an ambitious plan to make our world more inclusive, prosperous, sustainable, and resilient. The SDGs call for countries to Economic 19 Environmental Social Focus topics in which we generate a greater positive impact (+) r o f e c n a t r o p m I l s r e d o h e k a t s y e k (–) Importance for FEMSA’s business success (+) 22 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance improve the lives of people everywhere by mobilizing efforts to improve the most critical issues in the world by 2030, including poverty, inequality and climate change. The eleven countries in which FEMSA operates have accepted the SDGs and will be using them to define their 2030 agendas. But to fully make a global impact, businesses and civil society must also take action. In 2017, FEMSA began an analysis to gain a better understanding of what the SDGs mean for our core business and how we can best contribute to them. In 2018, we will also be considering how the SDGs can help guide our own corporate sustainability goals. Our approach to materiality FEMSA’s Strategic Sustainability Framework is based on the priorities and issues that are most important to our business and the stakeholders with whom we engage. Our key stakeholder groups include employees, consumers, suppliers, shareholders, government entities, community members and NGOs. Additional stakeholder groups include industry experts, peer companies and the media. We first conducted a company-wide materiality analysis in 2012, which included an analysis of our business strategy, emerging risks, industry trends and best practices, and direct engagement with FEMSA business-unit executives and other external stakeholder representatives. We identified 19 focus PILLARS FOCUS TOPICS Culture and values Culture and values Training and development Comprehensive development Water Energy Workplace health and safety Compensation Training and development Comprehensive development Water management Energy use Environmental impact of transportation and logistics Waste and recycling Packaging and recycling Waste Healthy lifestyles Nutrition and physical activity Community development Responsible marketing and communications Offering sustainable products/services Local environmental impact Safety in our surroundings Social well-being in communities Supplier development Sustainable sourcing Environmental impact of suppliers Labor rights and working conditions of suppliers topics, which correspond to nine action areas across our three pillars. We engage our stakeholders on an ongoing basis throughout the year to confirm and update our material issues assessment. Because each of our business units is distinct, we have now begun the process of conducting materiality analyses by business unit, beginning with Coca-Cola FEMSA, OXXO, Solistica, Imbera and PTM. 23 Our People 178,084 recruitments, 48% are women. +10 million hours of ongoing training. At FEMSA, we are committed to growing as a high- performance organization where talent, culture and leadership are the key levers for the development of our people and the fulfillment of our strategic objectives. Accordingly, we seek to promote the professional development of our employees and to provide them with the training and resources they need to do their jobs safely and successfully. We focus on three areas of action that make up the Our People pillar: Culture and Values, Training and Development and Comprehensive Development. In 2017, we invested Ps. 1.6 billion (US$ 81.9 million) in our people, with 89% for culture and values training and 11% for comprehensive development. • Respect for, and comprehensive development of, our employees • Integrity and austerity • Passion for customer service • Creation of social value All employees are expected to uphold and demonstrate these values within our culture of legality and leadership. We respect and uphold the laws and societal standards of every country in which we do business, and we have zero tolerance for corruption. Our FEMSA Leadership Model—a set of nine key competencies—ensures that all employees have the necessary skills to contribute to our business strategy. Training, Development and Safety We are focused on developing the capabilities of our employees in a safe and fulfilling environment, so they can respond to challenges and achieve their highest potential as individuals and professionals. Culture and Values We promote a culture of leadership characterized by respect and by setting a positive example. Our corporate culture—and our capacity to create economic and social value—is guided by our values: We offer online and in-person courses and other tools to develop leadership skills and technical knowledge for our employees. In 2017, we formalized our processes for competency reviews, leadership style assessments and performance measurement tools. 24 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance . 9 3 3 . 6 6 2 . 6 5 2 . 9 9 1 2017 2014 2015 2016 Average Hours of Training per Employee The wellbeing of our employees, particularly while at work, is of utmost importance to FEMSA. We uphold strict standards related to occupational health, hygiene, and safety, and all our business units operate according to the guidelines and requirements of our internal occupational health and safety standards. 4 9 3 . 3 1 . 2 0 1 . 2 . 2 9 0 6 5 2 7 4 . . 0 7 0 4 2015 2016 2017 Accident Rate (Safety) 2015 2016 2017 General Diseases Rate (Health) Indexes are based on the number of incidents per 100 employees, calculated on the number of FEMSA direct employees reported to Occupational Health and Safety Administration System. Includes information on all countries. Comprehensive Development We promote wellness and a high quality of life for our employees, their families and the communities in which they live and work. We know that the advancement of our employees takes place both within and outside the company, so we support a holistic FEMSA Social Development System, which is comprised of seven dimensions of wellness related to Family, Social, Health, Labor, Economic, Education and Values. One of the barometers of our progress toward advancing the comprehensive development of our workforce is through our employee engagement survey. This employee engagement survey is annually open to 50 percent of our employees (covering 100 percent of our employees every two years). In 2017, 102,300 employees responded to the survey, an approximately 89.8 percent participation rate among eligible participants. We collect feedback on our organizational climate, as it relates to satisfaction levels and potential areas of concern. This information supports workplace improvements and serves as an input to our quality-of-life programs. We believe that talent is among the most relevant competitive advantages we can secure to ensure the long-term success and sustainability of our business. We are positioning talent management as a part of our business strategy, generating the organizational capacity to fully support it and transforming it into a cultural attribute of our organization. 25 Our Planet We invest Ps. 658.7 million, (US$ 33.4 million): 22% water 67% energy 11% waste and recycle A key aspect of our sustainability strategy and risk management approach includes identifying the major environmental impacts of our operations across our value chain. We are taking steps to improve our processes through the more efficient use of resources. We focus our actions around three key priority areas for our company and our stakeholders, including: technologies. From 2011-2016, these improvements avoided 729,370 tons of CO2 emissions from being released into the atmosphere. In 2017 our fuel efficiency consumption in Mexico was 0.51 kilometer traveled per liter. Liters of water consumed per liters of beverage produced by Coca-Cola FEMSA • Water: We optimize our water consumption to reduce our water footprint. • Energy: We work to reduce greenhouse (GHG) emissions from our operations. • Waste and recycling: We optimize our waste management and reduce the impact of the waste created in our processes. Optimizing Resources Because water quality and availability are crucial to the beverage business, we focus on reducing consumption, improving resource management and conserving the watershed. Since 2010, the amount of water used by Coca-Cola FEMSA to produce its beverages has steadily fallen. We also work to optimize the amount of fuels used in our operations. For example, we have reduced fuel consumption per kilometer traveled at our Solistica operations by implementing efficient route planning and integrating new 1.96 1.83 1.95 1.90 1.85 1.80 1.75 1.70 1.65 d e c u d o r p e g a r e v e b f o s r e t i l / d e s u r e t a w f o s r e t i L 1.79 1.77 1.76 1.75 1.72 1.65 2010 2011 2012 2013 2014 2015 2016 2017 Data including all Coca-Cola FEMSA plants at the end of 2017 Percentage of water consumption by source (%) 2017 2016 2015 2014 65.0 67.6 64.8 64.1 33.7 27.8 32.4 33.3 1.3 4.6 2.7 2.6 ● Ground ● Supply ● Surface FEMSA Comercio is not included from 2014 to 2016. 26 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Reducing Impacts Energy is an important input to our business operations, which is why year after year, we incorporate new processes and tools to optimize its use, further diversify our energy portfolio and reduce our climate impact. We are taking steps to minimize the waste generated by our operations, including proper management of industrial waste. All our bottling plants operate with a waste-reduction program, and our goal is to recycle 90 percent of the waste associated with each of them by 2020. Total intensive emissions Scope 1 (stationary) + Scope 2 Tons of equivalent CO2e / Total Revenues in Ps. million ● S1 stationary1 ● S1 non-stationary2 ● S23 3.71 3.80 0.92 0.81 2013 1.38 0.78 2014 3.31 1.28 0.75 2015 2.08 0.96 0.55 2016 2.17 0.80 0.39 2017 Includes the stationary consumption of non-renewable sources. 1 2 Includes the fuel consumption of own units, Coca-Cola FEMSA consumption is estimated. 3 Includes fuel consumption of renewable and non-renewable sources. We comply with all regulations related to maintaining the proper infrastructure to collect hazardous waste and dispose of it through authorized service providers. Used materials (Tons) In 2017, 34.4 percent of our total materials consumed were recycled. 2017 2016 2015 2015 2014 518,319 515,095 ● Virgin materials 64.9% ● Recycled materials 34.4% ● Biopolymer 0.7% 359,520 309,906 This information excludes Solistica and Imbera’s materials. Waste management (Tons) 2017 2016 2015 2014 166,604 209,318 202,479 212,346 Our goal is to obtain 85% of our electric energy in Mexico from renewable sources by 2020. We met 26.4% of our energy needs in 2017 through renewable energy from four wind farms. This year we also moved closer to reaching our goal, participating in the following projects: • Amistad Wind Farm in the state of Coahuila, which will have an installed capacity of 197.5 MW and generate 750,000 MWh per year of renewable energy. FEMSA has entered into a power purchase agreement (PPA) to acquire 100% of this energy to supply at least 7,600 FEMSA load points in Mexico. The wind farm is expected to be operational by the third quarter of 2018. • Eolica del Sur Wind Farm in southern Oaxaca, which will have 396 MW of installed capacity and generate more than 1.3 million MWh per year of renewable energy where we have entered into a PPA to supply 13,800+ load points of FEMSA’s and Heineken Mexico’s operations in Mexico. The wind farm is expected to be completed by the fourth quarter of 2018. • We have also entered into a PPA for the San Matias Wind Farm in the state of Baja California, which will have 31 MW of installed capacity and generate 57,000 MWh per year of renewable energy. This wind farm will supply its energy to load points of FEMSA and Heineken Mexico located in this NW region of Mexico and is expected to be operational by the end of the year. 27 Our Community 98% local suppliers Ps. 93.9 million from Redondeo Clientes OXXO 504 local initiatives Due to the complexity and size of FEMSA’s multinational organization, our operations reach a diverse group of people and communities. Developing and maintaining positive, mutually valuable relationships with the communities in which we operate is fundamental to our business strategy and our sustainability goals. This begins with understanding the positive and negative impacts our businesses have in our communities, and then assessing how our business strategy can address the needs of these communities to further promote their sustainability and our own. We invested Ps. 454.8 million (US$ 23.0 million) in our community, with 73% for community development and sustainable supply and 27% for healthy lifestyles. Community development We contribute to the economic, social and environmental wellbeing of the communities neighboring our operations. We encourage employees to give back to their communities, and we help organize and facilitate unique opportunities to do so. During 2017, more than 51,063 employee volunteers participated in 1,852 acts of service, totaling more than 367,796 donated hours. 28 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance The Model for Addressing Risks and Relations with the Community (MARRCO) supports company-wide efforts for more effective dialogue with, and impact on, our local communities. We use this tool to help build trust and collaboration with our local stakeholders, identify risks and opportunities for value creation and better optimize our actions and programs. MARRCO supports the development of capabilities through multi-disciplinary teams in our plants and distribution centers. As part of the first phase of this model’s implementation in 2016, we set up teams in 23 work centers at Coca-Cola FEMSA, Solistica, Imbera, and PTM in seven countries: Argentina, Brazil, Colombia, Mexico, Nicaragua, Panama and Costa Rica. In 2017, we implemented MARRCO in 18 additional work centers and continued to integrate it into our processes, systems and work culture. This has included expanded training in the methodology and the ability for more parts of our organization to undertake their own risk assessments and define Community Engagement Plans. Sustainable sourcing We contribute to the improvement of the labor, social and environmental performance of our suppliers. Our suppliers are essential to the sustainability of our business, and we are committed to helping them improve their labor, social and environmental performance by providing training and other resources to continually improve processes. In total, we have a network of more than 53,992 suppliers of goods and services for our business and operations, which channeled a total of Ps. 171.8 billion (US$ 8.7 billion) to the productive sectors of other industries. To ensure that the companies and individuals who supply our company with products and services operate with integrity, we advise our suppliers to adhere to our Supplier Guiding Principles, which describe our expectations related to labor rights, the environment, community, ethics and values. We modeled these principles on widely accepted international standards, including the OECD Guidelines for Multinational Enterprises and the United Nations Global Compact. In 2017, we continued to work on ensuring our suppliers are informed about and abide by these principles. We are also committed to supporting suppliers who are local to the country in which we are making the purchase. In 2017, our percentage of spend in local suppliers was 86.8 percent. The OXXO Customer Round-Up Program (Redondeo Clientes OXXO), begun in the year 2002, serves as a link between customers and local institutions, creating a circle of mutual support between them. Currently, the program operates in every state of Mexico through OXXO and other FEMSA Retail banners. Through the participation of our employees, who invite customers to participate in donating and rounding up their total, in 2017, Ps. 93.9 million (US$ 1.8 million) were raised, benefiting 256 institutions. 29 FEMSA Foundation Building partnerships to scale our impact FEMSA Foundation’s mission is to make a positive impact on the people and communities where we operate by furthering social investment projects that promote sustainability. Specifically, we focus our commitments on the principles of innovation, replicability and scalability for three strategic action areas: water security, early childhood development and cultural programs. In 2017, our programs benefited 7,945,957 people directly and indirectly in over 600 communities. We know that the participation and expertise of our strategic partners is crucial to the success of our projects. For every dollar that we currently invest, we are able to leverage approximately US$ 3.46 dollars through our partnerships (an increase from about US$ 1.40 dollars during 2016). In all the Foundation’s programs, we aim for maximum impact with the resources and partnerships available to us. Over the coming year, we will focus on reaching more people by scaling up our existing programs and replicating best practices in new areas. In 2018, FEMSA Foundation will celebrate its first ten years of accomplishments through special activities and a renewed commitment towards impactful social investments that continue to support a better future for all. 30 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance For a water secure region One of our goals is to address water challenges in Latin America by utilizing technology-supported decision- making, increasing access to water and sanitation, and enhancing water security through watershed sustainability. tool run by the Water Center for Latin America and the Caribbean, called the Strategic Decisions Hub (or NED, its acronym in Spanish), we are able to generate a 360-degree perspective on water availability and use in the region. This tool supports the decision-making process—guided by a multidisciplinary network of experts—for finding solutions to complex problems. We are increasingly addressing water stewardship in the context of the inextricable linkages between water, energy and food resources. By leveraging a sophisticated modeling Our partnership with The Nature Conservancy, the Inter- American Development Bank (IDB) and the Global 31 tools to make this initiative sustainable once the project is complete. By using this model we have assisted 7,299 persons and plan to help more in the coming year. Promoting early childhood development By strengthening early childhood development, our vision is that all children reach their maximum potential and transform the communities where we operate. All children deserve to achieve their maximum potential, but not all have the resources to do so. In partnership with IDB and Open Society Foundations, we launched the Early Childhood Development Innovation Fund. Designed to benefit children in the most vulnerable of communities, the new fund will finance initiatives to improve the cognitive, linguistic, motor and socio-emotional abilities of children in the first five years of their lives. We are excited to be a part of this collaboration because it will afford us the partnerships and resources necessary to test innovative models and develop opportunities to scale. Environment Fund has expanded the scope of our water initiatives beyond conservation. As a member of the Latin American Water Funds Partnership, we provide technical and financial assistance for the creation of Water Funds. These funds help communities achieve water security by investing in natural infrastructure and good governance. For example, in Monterrey in September 2017, we gathered 20 key stakeholders—from government, to private enterprise, to agricultural producers and water utility companies—to develop a common agenda on how the community can work together to manage this water resource. From our discussion, we identified 11 areas for this common agenda and we are now executing on the first four: • Governance structure • Source protection • Flood prevention • Access to water As of the end of 2017, the Latin American Water Funds Partnership has leveraged over Ps. 43.5 million (US$ 2.2 million) from more than 100 local partners. In March 2017, we launched Water Links (Lazos de Agua) together with One Drop, IDB and the Coca-Cola Foundation. Through this multi-stakeholder partnership, we are improving the health and living conditions of the poorest and most vulnerable communities in Latin America. Through a focus on behavior change, we aim to develop sustainable water access and sanitation projects. By helping communities change their habits and learn the practices needed to sustain ongoing investments, we seek to empower them and give them the We also remain active in Sesame Workshop’s ¡Listos a Jugar! (Ready to Play!), a multi-platform initiative to promote lifelong, healthy habits through educational entertainment for children from 0 to 6 years of age. We provide financial and advisory support for the many activities provided to teachers and parents, including games focused on nutrition habits, emotional intelligence, self-esteem and physical health. Through this initiative we have reached 7.8 million people in Mexico, Ecuador and Colombia, and we are planning to launch in Brazil in 2018. 32 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Another one of our goals is to raise awareness in the private sector community about the importance and benefits of implementing early childhood development initiatives for the families of employees. By making these investments, we believe that companies can build a team that is more successful and sustainable, as well as increase employee productivity and satisfaction. In November 2017, in collaboration with LEGO Foundation and United Way Mexico, we hosted a one-day summit and symposium to discuss these early childhood development opportunities with the CEOs and human resources executives of some of the most important companies in Mexico and Latin America. 18 speakers shared knowledge and best practices for promoting early childhood development with over 280 participants and 9,000 remote viewers from six different countries. To learn more about the symposium, please visit: http://ecdsymposium.com/. Arts and culture advocacy Our goal is to preserve, promote, and share the FEMSA Collection in order to contribute to a further understanding and appreciation of modern and contemporary Latin American art. At FEMSA, we believe in the power of art and its ability to positively transform the way people interact with their surroundings. This is why, 40 years after its institution, the FEMSA Collection continues its endeavor of sharing the legacy of its artworks with diverse audiences in different geographies through an exhibition program and various other initiatives. The FEMSA Collection gathers more than 1,200 works of art that document the evolution, diversity, and heritage of the arts that have unfolded in Latin America since the 20th century. Throughout 2017, more than 1 million people visited exhibitions in Mexico, Costa Rica, Guatemala, and Panama made possible by our exhibition program, as well as other museums around the world, where works from the Collection were displayed as part of our loan program. In addition to safeguarding the FEMSA Collection, the FEMSA Cultural Program manages two significant initiatives: the FEMSA Biennial and Estancia FEMSA – Casa Luis Barragán. The FEMSA Biennial was launched in 1992 with the purpose of recognizing, strengthening, encouraging and providing a platform for artistic creation in Mexico. Since then, it has evolved into a collaborative model that seeks to generate a dialogue that connects local cultural context and the global contemporary art scene. Now in its 13th edition, the FEMSA Biennial takes place from 2017 through 2019 in the state of Zacatecas, in partnership with various local cultural institutions and museums. Estancia FEMSA – Casa Luis Barragán is a cultural and artistic platform hosted by Casa Luis Barragán in Mexico City, the former residence of Luis Barragán, one of the most relevant architects of the 20th century. It presents a series of exhibitions, performances and editorial content to promote dialogue on the historical context offered by the house, as well as the possibilities of the modern and contemporary art disciplines. 33 Corporate Governance FEMSA seeks to adhere to the highest ethical standards of governance practices. We are committed to the quality, accuracy and reliability of our practices for disclosing information, financial transparency and accountability. Our corporate practices comply with the laws of the countries where we operate. We comply with the standards set forth in the Mexican Securities Law (Ley del Mercado de Valores), and the applicable United States securities laws, including the Sarbanes-Oxley Act. Additionally we observe recommendations of the Mexican Code of Best Practices, issued by the Business Coordinating Council (Consejo Coordinador Empresarial). Board of Directors The Board of Directors is responsible for establishing our corporate strategy, defining and overseeing the implementation of our vision and values, and approving related-party transactions, including transactions outside the ordinary course of business and internal policies. Series “B” Directors José Antonio Fernández Carbajal C Executive Chairman of the Board of Directors of Fomento Económico Mexicano, S.A.B. de C.V. Elected 1984 Alternate: Federico Reyes García C Javier Gerardo Astaburuaga Sanjines C Vice-President of Corporate Development of Fomento Económico Mexicano, S.A.B. de C.V. Elected 2006 Mariana Garza Lagüera Gonda Private Investor Elected 1998 Alternate: Paulina Garza Lagüera Gonda Eva María Garza Lagüera Gonda Private Investor Elected 1999 Alternate: Othón Páez Garza José Fernando Calderón Rojas Chief Executive Officer and Chairman of the Board of Directors of Franca Servicios, S.A. de C.V., Servicios Administrativos de Monterrey, S.A. de C.V., Regio Franca, S.A. de C.V., and Franca Industrias, S.A. de C.V. Elected 1984 Alternate: Francisco José Calderón Rojas Alfonso Garza Garza Vice President of Strategic Businesses of Fomento Económico Mexicano, S.A.B. de C.V. Elected 2001 Alternate: Juan Carlos Garza Garza Max Michel González Operations Manager at Servicios Liverpool, S.A. de C.V. Elected 1996 Alternate: Bertha Michel González Alberto Bailleres González Chairman of the Boards of Directors of the companies of Grupo BAL, S.A. de C.V. Elected 1989 Alternate: Arturo Fernández Pérez Francisco Javier Fernández Carbajal C Chief Executive Officer of Servicios Administrativos Contry, S.A. de C.V. Elected 2004 Alternate: Daniel Alberto Rodríguez Cofré Ricardo Guajardo Touché B, C, I Chairman of the Board of Directors of Solfi, S.A. de C.V. Elected 1988 Alfonso González Migoya, A, I Chairman of the Board of Directors of Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (Volaris). Elected 2006 Alternate: Sergio Deschamps Ebergenyi I Carlos Salazar Lomelín Member of the Board of Directors of Fomento Económico Mexicano, S.A.B. de C.V., Coca-Cola FEMSA, S.A.B. de C.V., Grupo Financiero BBVA Bancomer, S.A. de C.V. and Fundación FEMSA, A.C. Elected 2014 Alternate: Eduardo Padilla Silva Bárbara Garza Lagüera Gonda Private Investor; President of the Acquisitions Committee of Colección FEMSA Elected 1998 Alternate: Juan Guichard Michel 34 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance Ricardo E. Saldívar Escajadillo B, C, I President of the Board of Directors and former Chief Executive Officer of The Home Depot Mexico Elected 2006 José Manuel Canal Hernando A, I Independent Consultant Elected 2003 Alfonso de Angoitia Noriega I Executive Vice-Chairman and Chairman of the Finance Committee of Grupo Televisa, S.A.B. Elected 2015 Series “D” Directors Armando Garza Sada I Chairman of the Board of Directors of Grupo Alfa, S.A.B. de C.V., Alpek, S.A.B. de C.V. and Nemak, S.A.B. de C.V. Elected 2003 Alternate: Enrique F. Senior Hernández C, I Moisés Naím B, I Distinguished Fellow at the Carnegie Endowment for International Peace; Producer and host of Efecto Naím; author and journalist Elected 2011 Alternate: Francisco Zambrano Rodríguez A, I 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 Elected 2001 Alternate Director: Ernesto Cruz Velázquez de León A, I Carlos Eduardo Aldrete Ancira Secretary Alejandro Gil Ortiz Alternate Secretary A: Audit Committee; B: Corporate Practices Committee; C: Strategy and Finance Committee; I: Independent Director Committees Our Board of Directors is supported by committees that analyze issues and provide recommendations to the Board of Directors regarding their respective areas of focus, which include economic, social and environmental matters. Audit Committee* Corporate Practices Committee* Strategy and Finance Committee Responsible for: • reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with accounting, internal control, and auditing requirements; • the appointment, compensation, retention, and oversight of the independent auditor, who reports directly to the Audit Committee; • identifying and following up on contingencies and legal proceedings. Responsible for: • preventing or reducing the risk of Responsible for: • evaluating the investment and financing policies proposed by the Chief Executive Officer; • evaluating risk factors to which the corporation is exposed, as well as its management policies. transactions that could damage the value of the company or benefit a particular group of shareholders; • approving policies for the use of the company’s assets or any related party transactions and the compensation of the Chief Executive Officer and senior executives, as well as supporting the Board of Directors in the preparation of reports on accounting practices. *Committee members are independent directors, as required by Mexican Securities Law. The Audit Committee has 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. 35 Executive Management Our management team is focused on driving business growth by creating economic, social and environmental value for all our stakeholders. Each of our executive leaders has significant professional experience within the industries where our businesses operate. José Antonio Fernández Carbajal Executive Chairman of the Board Mr. Fernández joined FEMSA in 1988. He was appointed CEO in 1995 and Chairman in 2001, serving in both positions until January 2014. He is Vice Chairman of the Heineken N.V. Supervisory Board and member of the Heineken Holding N.V. Board, and also serves as Chairman of Coca-Cola FEMSA, FEMSA Foundation, Tecnológico de Monterrey and the US- Mexico Foundation. He is a member of the Board of Industrias Peñoles and Grupo Televisa, co-chairs the Mexico Institute of the Woodrow Wilson Center and he is a member of the board of trustees of the Massachusetts Institute of Technology. His degrees in Industrial Engineering and Systems and MBA were both earned from Tecnológico de Monterrey. Alfonso Garza Garza Vice President of Strategic Businesses of FEMSA Mr. Garza joined FEMSA in 1985 and held various positions including CEO of FEMSA Empaques. In 2012 he was appointed to his current position. He served as President of the Employers Confederation of Mexico (Coparmex) for the state of Nuevo León (2011-2013), and has served as National Vice President since 2009. He is Chairman of the Talent and Culture Committee of Tecnológico de Monterrey, and member of the Board 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 coursework at IPADE. Eduardo Padilla Silva Chief Executive Officer of FEMSA Mr. Padilla joined FEMSA in 1997 and was named to his current position in January 2018. Previously he served as Chief Financial and Corporate Officer of FEMSA, CEO of FEMSA Comercio, CEO of FEMSA Strategic Procurement and FEMSA’s Director of Planning and Control. Mr. Padilla earned a Bachelor’s degree in Mechanical Engineering from Tecnológico de Monterrey and an MBA from Cornell University. He also holds a Master’s degree from IPADE. Javier Gerardo Astaburuaga Sanjines Vice President of Corporate Development of FEMSA Mr. Astaburuaga joined FEMSA in 1982. His roles in the company have included co-CEO of FEMSA Cerveza, Director of Sales for Northern Mexico, CFO of FEMSA Cerveza and Chief Financial and Corporate Officer of FEMSA. He was appointed to his current position in April 2015. Mr. Astaburuaga earned his Bachelor’s degree in Public Accounting from Tecnológico de Monterrey. Genaro Borrego Estrada Vice President of Corporate Affairs of FEMSA Mr. Borrego joined FEMSA in 2008 after serving as Governor of the Mexican State of Zacatecas (1986-1992), head of the Mexican Social Security Institute (IMSS) (1993-2000) and Senator to the Federal Congress representing the State of Zacatecas (2000-2006). He holds a degree in Industrial Relations from Universidad Iberoamericana. José González Ornelas Vice President of Administration and Corporate Control of FEMSA Mr. González joined FEMSA in 1973 and assumed his current position in 2001. His previous roles have included CFO of FEMSA Cerveza, Director of Planning and Corporate Development of FEMSA and CEO of FEMSA Logística. He serves as Secretary of the Audit Committee of both FEMSA’s and Coca-Cola FEMSA’s Boards of Directors, and is a member of the Board of Productora de Papel, S.A. He holds a BA in Accounting from Universidad Autónoma de Nuevo León and completed postgraduate studies in Business Administration at IPADE. 36 FEMSA at a Glance Value Creation Highlights Dear Shareholders FEMSA Comercio Coca-Cola FEMSA Sustainability FEMSA Foundation Corporate Governance John Anthony Santa Maria Otazúa Chief Executive Officer of Coca-Cola FEMSA Mr. Santa Maria was appointed to his current position in 2014, having joined Coca-Cola FEMSA in 1995 and having served in several senior management positions since then, including COO of the company’s Mexico Division, and Strategic Planning and Business Development Officer. Mr. Santa Maria earned a Bachelor´s degree and an MBA with a major in Finance from Southern Methodist University. Daniel Alberto Rodríguez Cofré Chief Executive Officer of FEMSA Comercio Mr. Rodríguez joined FEMSA in 2015 as Chief Financial and Corporate Officer, and was named to his current position in January 2016. Prior to joining the company he was CFO and then CEO of CENCOSUD (Centros Comerciales Sudamericanos S.A.), among other senior finance and management positions in Latin America, Europe and Africa. He is a member of the Board of Coca-Cola FEMSA and an alternate member of the Board of FEMSA. Mr. Rodríguez holds a forest engineering degree from Austral University of Chile and an MBA from Adolfo Ibañez University. Code of Ethics Our Code of Ethics1 defines our expectations for ethical decision-making and professional business conduct, including employment policies, health and safety, our relations with the community, use of resources, compliance with regulation, relations with third parties and responsibilities under the Code of Ethics. The Code is applicable to all our collaborators and officers—including our Chief Executive Officer—and each is required to confirm their understanding of, and adherence to, these standards. In accordance with the provisions set forth in our Code of Ethics, we maintain a whistleblower system, through which FEMSA detects any illegal practices, inappropriate conduct or Code of Ethics violations. Managed 24 hours a day, every day, by an independent party, this system offers our stakeholders four confidential, anonymous communication channels: phone, website, e-mail or online chat. 2 9 4 2 , 2 0 0 2 , 2 9 7 , 1 2015 2016 2017 Whistleblower System Number of complaints received at FEMSA and its Business Units Number of complaints received at FEMSA and its Business Units* 2016 2,002 Number of complaints received 82% Resolved in same calendar year 18% Resolved beyond same calendar year * Complaints include reported situations relating to workplace or sexual harassment, 2015 1,792 65% 35% 2017 2,492 70% 30% discrimination, human rights violations, theft, corruption, misuse of information, negative impacts on the community and the environment, among others. 1. http://files.shareholder.com/downloads/FEMSA/5674198996x0x30974/86 CD1FD-C202-405C-A003-87D9D7A40DB2/FEMSA_-_Code_of_ Ethics_2017_-_eng.pdf 37 Financial Summary Amounts expressed in millions of Mexican pesos (Ps.) as of December 31, 2017 Income Statement Net sales Total revenues Cost of goods sold Gross profit Operating expenses Income from operations (1) Other non-operating expenses (income), net Financing expenses, net Income before income taxes and share of the profit of associates and joint ventures 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 (2) 2017 2016 2015 2014 2013 Ps. 459,763 Ps. 398,622 Ps. 310,849 Ps. 262,779 Ps. 256,804 460,456 290,188 170,268 128,829 41,439 (1,545) 3,216 39,768 10,583 8,021 37,206 42,408 (5,202) 37.0% 9.0% 8.1% 15,613 4,366 61,418 25,180 399,507 251,303 148,204 110,777 37,427 4,208 4,619 28,600 7,888 6,463 27,175 21,140 6,035 37.1% 9.4% 6.8% 12,076 5,484 54,987 22,155 311,589 188,410 123,179 89,444 33,735 954 7,618 263,449 153,278 110,171 80,188 29,983 (508) 6,988 258,097 148,443 109,654 79,797 29,857 326 4,249 25,163 23,503 25,282 7,932 6,045 23,276 17,683 5,593 39.5% 10.8% 7.5% 9,761 3,130 6,253 5,380 22,630 16,701 5,929 41.8% 11.4% 8.6% 9,029 1,933 7,756 4,629 22,155 15,922 6,233 42.5% 11.6% 8.6% 8,805 1,208 46,626 18,885 40,945 18,163 39,870 17,882 38 Balance Sheet Assets Current assets Investments in associates and joint ventures Property, plant and equipment, net (3) 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 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 (4) Net controlling interest income (5) Dividends paid (6) Series B shares Series D shares Number of employees (7) Number of outstanding shares (8) 2017 2016 2015 2014 2013 181,188 96,097 116,712 154,093 40,451 588,541 117,951 128,601 102,223 153,268 43,580 545,623 86,723 111,731 80,296 108,341 22,241 409,332 79,112 102,159 75,629 101,527 17,746 376,173 73,569 98,330 73,955 103,293 10,045 359,192 13,590 7,281 5,895 1,553 3,827 91,432 117,758 5,373 6,133 17,343 251,629 336,912 250,291 86,621 1.725 0.747 0.29 13.990 2.370 0.431 0.538 79,008 131,967 4,447 11,037 25,713 259,453 286,170 211,904 74,266 59,451 85,969 4,229 6,230 5,702 167,476 241,856 181,524 60,332 1.367 0.907 0.33 1.327 0.692 0.28 11.844 1.182 10.146 0.988 0.417 0.521 0.366 0.458 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 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 0.833 295,027 266,144 246,158 216,740 209,232 17,891.13 17,891.13 17,891.13 17,891.13 17,891.13 1. Company’s key performance indicator. 2. Includes investments in property, plant and equipment, as well as deferred charges and intangible assets. 3. Includes bottles and cases. 4. Controlling interest divided by the total number of shares outstanding at the end of each year. 5. Net controlling interest income divided by the total number of shares outstanding at the end of the each year. 6. Expressed in nominal pesos of each year. 7. Includes incremental employees resulting from mergers & acquisitions made during the year. 8. Total number of shares outstanding at the end of each year expressed in millions. 39 Management’s Discussion & Analysis Fomento Económico Mexicano, S.A.B. de C.V. and Subsidiaries, Monterrey, N.L., Mexico Audited Financial Results for the twelve months ended December 31, 2017 Compared to the twelve months ended December 31, 2016. The 2017 and 2016 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 29, 2017, which was 19.6395 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 materially impact the Company’s actual performance. 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, FEMSA BD). 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”), including its Retail Division which operates small-format chain stores, a Health Division, which includes drugstores and related operations and its Fuel Division which operates retail service stations for fuels, motor oils and others. The consolidated financial information included in this annual report was prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). FEMSA Consolidated 2017 amounts in millions of Mexican pesos FEMSA Consolidated Coca-Cola FEMSA FEMSA Comercio – Retail Division FEMSA Comercio – Health Division FEMSA Comercio – Fuel Division Total Revenues % Growth vs’16 Gross Profit % Growth vs’16 460,456 203,780 154,204 47,421 38,388 15.3% 14.7% 12.4% 9.2% 34.1% 170,268 91,686 58,245 14,213 2,767 14.9% 15.1% 14.2% 11.6% 23.1% 40 FEMSA’s consolidated total revenues increased 15.3% to Ps. 460,456 million in 2017 compared to Ps. 399,507 million in 2016. Coca-Cola FEMSA’s total revenues increased 14.7% to Ps. 203,780 million, including the results of the Vonpar acquisition in Brazil and the consolidation of its operations in the Philippines beginning in February, supported by price increases aligned or above inflation in key territories and by the positive translation effect resulting from the appreciation of the Brazilian Real and the Colombian peso despite the depreciation of the Argentine Peso, the Philippine Peso and the Venezuelan Bolivar, all as compared to the Mexican Peso. FEMSA Comercio – Retail Division’s revenues increased 12.4% to Ps. 154,204 million, driven by the opening of 1,301 net new OXXO stores combined with an average increase of 6.4% in same-store sales. FEMSA Comercio – Health Division’s revenues increased 9.2% to PS. 47,421 million, driven by the opening of 105 net new stores combined with an average increase of 6.7% in same-store sales. FEMSA Comercio – Fuel Division revenues increased 34.1% to Ps. Ps. 38,388 million in 2017, driven by the addition of 70 total net new stations in the last twelve months, and a 19.8% increase in same-station sales. Consolidated gross profit increased 14.9% to Ps. 170,268 million in 2017 compared to Ps. 148,204 million in 2016. Gross margin decreased 10 basis points to 37.0% of total revenues compared to 2016, reflecting the growth of lower margin businesses in FEMSA Comercio. Consolidated operating expenses increased 16.3% to Ps. 128,829 million in 2017 compared to Ps. 110,777 million in 2016. As a percentage of total revenues, consolidated operating expenses increased from 27.7% in 2016 to 28.0% in 2017. Consolidated administrative expenses increased 12.1% to Ps. 16,512 million in 2017 compared to Ps. 14,730 million in 2016. As a percentage of total revenues, consolidated administrative expenses decreased 10 basis points, from 3.7% in 2016, compared to 3.6% in 2017. Consolidated selling expenses increased 16.7% to Ps. 111,456 million in 2017 as compared to Ps. 95,547 million in 2016. As a percentage of total revenues, selling expenses increased 30 basis points, from 23.9% in 2016 to 24.2% in 2017. Consolidated income from operations increased 10.7% to Ps. 41,439 million in 2017 as compared to Ps. 37,427 million in 2016. As a percentage of total revenues, operating margin decreased 40 basis points, from 9.4% in 2016 to 9.0% in 2017 reflecting: i) the incorporation of structurally lower-margin results from Coca-Cola FEMSA Philippines; ii) an operating margin contraction across businesses; and iii) the integration and faster growth of FEMSA Comercio’s three divisions, whose lower margins tend to compress FEMSA’s consolidated margins over time. Some of our subsidiaries pay management fees to us in consideration for corporate services we provide to them. These fees are recorded as administrative expenses in the respective business segments. Our subsidiaries’ payments of management fees are eliminated in consolidation and, therefore, have no effect on our consolidated operating expenses. Net financing expenses decreased to Ps. 3,216 million from Ps. 4,619 million in 2016, mostly driven by a positive result caused by a foreign exchange gain related to the effect of FEMSA’s US Dollar-denominated cash position, as impacted by the depreciation of the Mexican Peso during the period. This cash position increased during 2017, mainly as a result from the sale of 5.24% of the combined interest in the Heineken Group; this movement was enough to offset an interest expense increase of 15.3% to Ps. 11,124 million in 2017, compared to Ps. 9,646 million in 2016 resulting from new debt acquisition at Coca-Cola FEMSA in connection to the Vonpar acquisition. Income before income taxes and share of the profit in Heineken results increased 39.0% to Ps. 39,768 million in 2017 compared with Ps. 28,600 million in 2016, mainly as a result of growth in FEMSA’s income from operations, higher non-operating income resulting from the sale of 5.24% of the combined interest in the Heineken Group completed on September 18, 2017, and higher foreign exchange gain related to a higher U.S. dollar-denominated cash position at FEMSA, coming from the aforementioned sale of Heineken shares. 41 These impacts more than offset higher financing expenses as well as the change in the accounting method for Coca-Cola FEMSA’s Venezuelan operation booked in the fourth quarter, which resulted in the reclassification of a recorded foreign currency translation charge in equity. This was a non-cash, one-time impact to the other non-operating expenses line of the income statement, in accordance with IFRS standards. Our accounting provision for income taxes in 2017 was Ps. 10,583 million, as compared to Ps. 7,888 million in 2016, resulting in an effective tax rate of 26.5% in 2017, as compared to 27.6% in 2016, slightly under our expected medium-term range of 30%. The lower effective tax rate registered during 2017 is mainly related to certain tax efficiencies related with the one-time non-operating income recorded by the partial sale of Heineken Group’s shares and the consolidation of Coca-Cola FEMSA Philippines, Inc. both during 2017. Consolidated net income was Ps. 37,206 million in 2017 compared to Ps. 27,175 million in 2016, resulting from growth in FEMSA’s income from operations, higher non-operating income resulting from the sale of 5.24% of the combined interest in the Heineken Group completed on September 18, 2017, and a higher foreign exchange gain related to a higher U.S. dollar-denominated cash position at FEMSA, coming from the aforementioned sale of Heineken shares. Controlling interest amounted to Ps. 42,408 million in 2017 compared to Ps. 21,140 million in 2016. Controlling interest in 2017 per FEMSA Unit1 was Ps. 11.85 (US$ 6.03 per ADS). Coca-Cola FEMSA Coca-Cola FEMSA total revenues increased 14.7% to Ps. Ps. 203,780 million in 2017, compared to Ps. 177,718 million in 2016, including the results of the Vonpar acquisition in Brazil and the consolidation of its operations in the Philippines beginning in February. Total revenues were also driven by price increases aligned with or above inflation in key territories, supported by the positive translation effect resulting from the appreciation of the Brazilian Real and the Colombian Peso, despite the depreciation of the Argentine Peso, the Philippine Peso, and the Venezuelan Bolivar; all as compared to the Mexican Peso. On a currency-neutral basis and excluding Venezuela, total revenues grew 3.6%, driven by average price per unit case growth across most of our operations, volume growth in the Philippines, and flat volume performance in Mexico and Central America, which was partially offset by volume declines in South America. Coca-Cola FEMSA gross profit increased 15.1% to Ps. 91,686 million in 2017, compared to Ps. 79,662 million in 2016, with a gross margin expansion of 20 basis points. In local currency, pricing initiatives, coupled with currency and raw material hedging strategies, offset higher sweetener and concentrate prices in Mexico and the depreciation in the average exchange rate of the Mexican Peso, the Argentine Peso, and the Philippine Peso as applied to U.S dollar-denominated raw material costs. Gross margin reached 45.0% in 2017. The components of cost of goods sold include raw materials (principally 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 products in the local currency, net of applicable taxes. Packaging materials, mainly PET and aluminum, and HFCS, used as a sweetener in some countries, are denominated in U.S. dollars. Operating expenses increased 17.5% to Ps. 65,511 million in 2017, compared to Ps. 55,742 million in 2016. Administrative expenses increased 21.0% to Ps. 8,983 million in 2017, compared to Ps. 7,423 million in 2016. Selling expenses increased 16.4% to Ps. 55,927 million in 2017 compared with Ps. 48,039 million in 2016. 1 FEMSA Units consist of FEMSA BD Units and FEMSA B Units. Each FEMSA BD Unit is comprised of one Series B Share, two Series D-B Shares and two Series D-L Shares. Each FEMSA B Unit is comprised of five Series B Shares. The number of FEMSA Units outstanding as of December 31, 2017 was 3,578,226,270, equivalent to the total number of FEMSA Shares outstanding as of the same date, divided by 5. 42 Income from operations increased 9.4% to Ps. 26,175 million in 2017 compared to Ps. 23,920 million in 2016. FEMSA Comercio – Retail Division FEMSA Comercio – Retail Division total revenues increased 12.4% to Ps. 154,204 million in 2017 compared to Ps. 137,139 million in 2016, primarily as a result of the opening of 1,301 net new OXXO stores during 2017, together with an average increase in same-store sales of 6.4%. As of December 31, 2017, there were a total of 16,526 OXXO stores. As referenced above, OXXO same-store sales increased an average of 6.4% compared to 2016, driven by a 3.8% increase in average customer ticket while store traffic increased 2.5%. Cost of goods sold increased 11.4% to Ps. 95,959 million in 2017, compared to Ps. 86,149 million in 2016. Gross margin increased 60 basis points to reach 37.8% of total revenues. This increase reflects healthy trends in our commercial income activity and the sustained growth of the services category, including income from financial services. As a result, gross profit increased 14.2% to Ps. 58,245 million in 2017 compared with Ps. 50,990 in 2016. Operating expenses increased 15.9% to Ps. 45,802 million in 2017 compared to Ps. 39,505 million in 2016. The increase in operating expenses was driven by i) our continuing initiatives to improve compensation and reduce turnover of key in-store personnel ii) a sustained increase in electricity tariffs, and iii) higher secure cash transportation costs driven by increased volume and higher fuel prices. Administrative expenses increased 8.4% to Ps. 3,170 million in 2017, compared to Ps. 2,924 million in 2016; as a percentage of sales, they remained flat at 2.1% in 2017. Selling expenses increased 16.7% to Ps. 42,406 million in 2017 compared with Ps. 36,341 million in 2016; as a percentage of sales they reached 27.5% in 2017. Income from operations increased 8.3% to Ps. 12,443 million in 2017 compared to Ps. 11,485 million in 2016, resulting in an operating margin contraction of 30 basis points to 8.1% as a percentage of total revenues for the year, compared with 8.4% in 2016. FEMSA Comercio – Health Division FEMSA Comercio – Health Division total revenues increased 9.2% to Ps. 47,421 million compared to Ps. 43,411 million in 2016, primarily as a result of the opening of 105 net new stores during 2017, together with an average increase in same-store sales of 6.7%, which was mostly driven by strong performance and positive foreign translation effects from our South American operations. As of December 31, 2017, there were a total of 2,225 drugstores in Mexico, Chile and Colombia. Cost of goods sold increased 8.3% to Ps. 33,208 million in 2017, compared with Ps. 30,673 million in 2016. Gross margin increased 70 basis points to reach 30.0% of total revenues compared with 29.3% in 2016. As a result, gross profit increased 11.6% to Ps. 14,213 million in 2017 compared with Ps. 12,738 in 2016. Operating expenses increased 12.8% to Ps. 12,595 million in 2017 compared with Ps. 11,166 million in 2016. The increase in operating expenses was driven by the integration of a single operating platform in Mexico, building our distribution capabilities and increased services at our drugstores such as on-site doctors and home delivery in the key Mexican market. Administrative expenses decreased 7.1% to Ps. 1,643 million in 2017, compared with Ps. 1,769 million in 2016; as a percentage of sales, they reached 3.5% in 2017. Selling expenses increased 15.9% to Ps. 10,850 million in 2017 compared with Ps. 9,365 million in 2016; as a percentage of sales, they reached 22.9% in 2017. Income from operations increased 2.9% to Ps. 1,618 million in 2017 compared with Ps. 1,572 million in 2016, resulting in an operating margin contraction of 20 basis points to 3.4% as a percentage of total revenues for the year, compared with 3.6% in 2016. FEMSA Comercio – Fuel Division FEMSA Comercio – Fuel Division total revenues increased 34.1% to Ps. 38,388 million in 2017 compared to Ps. 28,616 in 2016, primarily reflecting a national price increase established at the beginning of the year, as well as the opening of 70 net new OXXO GAS service stations during 2017. As of December 43 31, 2017, there were a total of 452 OXXO GAS service stations. Same-station sales increased an average of 19.8% compared to 2016, as the average price per liter increased by 21.1% reflecting the national price increase mentioned above, while the average volume decreased by 1.1% mainly from consumer reaction to the higher prices. Cost of goods sold increased 35.1% to Ps. 35,621 million in 2017, compared with Ps. 26,368 million in 2016. Gross margin decreased 70 basis points to reach 7.2% of total revenues. This decrease reflects the effect of gross profit per liter remaining flat in peso terms for the first half of the year, while the consumer price per liter increased significantly, as described in the preceding paragraph. As a result, gross profit increased 23.1% to Ps. 2,767 million in 2017 compared with 2016. Operating expenses increased 25.2% to Ps. 2,497 million in 2017 compared with Ps. 1,995 in 2016. Administrative expenses increased 21.3% to Ps. 154 million in 2017, compared with Ps. 127 million in 2016; as a percentage of sales, they remained flat at 0.4% in 2017. Selling expenses increased 24.9% to Ps. 2,330 million in 2017 compared with Ps. 1,865 million in 2016; as a percentage of sales, they reached 6.1% in 2017. Income from operations increased 6.7% to Ps. 270 million in 2017 compared with Ps. 253 million in 2016, resulting in an operating margin contraction of 20 basis points to 0.7% as a percentage of total revenues for the year, compared with 0.9% in 2016, as expense containment and operational efficiencies only partially offset the contraction in gross margin described above. Key Events during 2017 The following text reproduces our press releases exactly as originally published. The Coca-Cola System welcomes AdeS® as the newest member of its expanding ready-to-drink beverage portfolio On March 28, 2017 The Coca-Cola Company, together with its bottlers in Latin America, announced the closing of the acquisition of Unilever’s AdeS® plant-based beverage business. The Coca-Cola Company became the sole owner of the AdeS® brand. On June 1st, 2016, The Coca-Cola Company and Coca-Cola FEMSA, S.A.B. de C.V. (BMV: KOFL; NYSE: KOF) entered into an agreement with Unilever to acquire the AdeS® business. Other Coca-Cola bottlers joined to participate in the investment prior the closing of the transaction. Founded in 1988 in Argentina, AdeS® is the leading soy-based beverage brand in Latin America. As the first major brand launched in the category, AdeS® pioneered the development of the second largest global market for soy-based beverages. The AdeS® brand currently has a presence in Brazil, Mexico, Argentina, Uruguay, Paraguay, Bolivia, Chile, and Colombia. AdeS® will become part of the expanding beverage platforms of the Coca-Cola System in Latin America. Coca-Cola FEMSA announces successful merger with Mexican company owned by the sellers of Vonpar On May 4, 2017 Coca-Cola FEMSA announced that it had successfully merged with POA Eagle, S.A. de C.V., a Mexican company 100% owned by the sellers of Vonpar in Brazil, as per the announcement made on September 23, 2016. As a result of this merger, POA Eagle, S.A. de C.V. shareholders will receive approximately 27.9 million newly issued KOF series L shares. POA Eagle, S.A. de C.V. merged with net assets for an amount of $4,082 million Mexican Pesos. Coca-Cola FEMSA, through its Brazilian subsidiary, Spal Indústria Brasileira de Bebidas, S.A., started consolidating the results of Vonpar in its financial statements as of December 2016. Senior Leadership Succession Plan Eduardo Padilla to Succeed Carlos Salazar as Chief Executive Officer in January 2018 On August 29, 2017, FEMSA announced that Carlos Salazar Lomelín, FEMSA’s Chief Executive Officer at the time of the announcement, would retire from his position on January 1, 2018, after a long and productive career at the Company spanning almost 45 years. 44 During his career at FEMSA, Carlos had the opportunity to lead many of the Company’s operations including FEMSA Cerveza and Coca-Cola FEMSA. Carlos has been instrumental in transforming FEMSA into a beverage and retail powerhouse with operations across Latin America and a growing presence in Southeast Asia. The Company also announced that Carlos would remain on the Board of Directors of FEMSA and as Advisor to the Chairman of the Board and that Eduardo Padilla Silva, FEMSA’s Chief Financial and Corporate Officer at the time of the announcement, would become Chief Executive Officer on January 1, 2018. These appointments represent one more step in FEMSA’s long-term talent and succession planning process. Offering of shares in Heineken N.V. and Heineken Holding N.V. On September 18, 2017 FEMSA announced the completion of the sale of 5.24% of the combined interest in the Heineken Group, comprising a combination of existing issued ordinary shares of both Heineken N.V. and Heineken Holding N.V. The Equity Offering consisted of 22,485,000 Shares in Heineken N.V. representing 3.90% of the issued share capital at a price of €84.50 per share, raising gross proceeds of approximately 1.9 billion Euros and 7,700,000 Shares in Heineken Holding N.V. representing 2.67% of the issued share capital at a price of €78.00 per share, raising gross proceeds of approximately 600 million Euros. Following the completion of the Equity Offering, FEMSA’s shareholding in Heineken N.V. decreased from 12.53% to 8.63% and in Heineken Holding N.V. from 14.94% to 12.26%, for an overall decrease of FEMSA’s economic interest in the Heineken Group from 20.00% to 14.76%. Following this offering, FEMSA, under the terms of the Corporate Governance Agreement dated April 30, 2010, retained its existing governance rights, including one seat on the Board of Directors of Heineken Holding N.V. and two seats on the Supervisory Board of Heineken N.V. FEMSA continues to be a significant shareholder in the Heineken Group and a long- term supporter of the group’s strategy. Coca-Cola FEMSA Selected as Part of the Dow Jones Sustainability Emerging Markets Index for the Fifth Consecutive Year On September 14, Coca-Cola FEMSA announced that it was chosen as a member of the Dow Jones Sustainability Emerging Markets Index for the fifth consecutive year. Among its relevant sustainability results, the Company has benefited 1.5 million people through its healthy lifestyles programs since 2015; fulfilled the goal of returning 100% of the water used to produce its beverages back to the environment in its Mexico, Brazil, Central America, and Colombia operations; incorporated 20% of recycled resins in its PET packages across its operations; and used clean sources of energy across 29% of its manufacturing operations. In addition, Coca-Cola FEMSA has earned several awards and recognitions for its sustainability performance throughout 2017, including its selection for the FTSE4Good Emerging Market Index of the London Stock Exchange and the Sustainability and Social Responsibility Index of the Mexican Stock Exchange. 45 For more information We provide additional information and extensive reporting online, including the Audited Financial Statements. We encourage you to review the following site to learn more about FEMSA: www.annualreport.femsa.com Headquarters FEMSA Corporate Offices Monterrey General Anaya Nº 601 Pte. Col. Bella Vista Monterrey, Nuevo León, Mexico C.P. 64410 Phone: +52 (81) 83 28 60 00 Fax: +52 (81) 83 28 60 80 Mexico City Mario Pani N° 100 Col. Santa Fe Cuajimalpa Mexico City, Mexico C.P. 05348 Phone: +52 (55) 52 49 68 00 Coca-Cola FEMSA Mario Pani N° 100 Col. Santa Fe Cuajimalpa Mexico City, Mexico C.P. 05348 Phone: +52 (55) 15 19 50 00 FEMSA Comercio Edison Nº 1235 Nte. Col. Talleres Monterrey, Nuevo León, Mexico C.P. 64480 Phone: +52 (81) 83 89 21 21 Fax: +52 (81) 83 89 21 06 FEMSA Negocios Estratégicos General Anaya Nº 601 Pte. Col. Bella Vista Monterrey, Nuevo León, Mexico C.P. 64410 Phone: +52 (81) 83 28 66 00 Fax: +52 (81) 83 28 6601 The FEMSA 2017 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. 46 Consolidated Financial Statements 1 CONTENTS Annual Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Independent Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Consolidated Statements of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Consolidated Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 2 Annual Report of the Audit Committee FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . Y SUBSIDIARIAS MONTERREY, N .L ., MÉXICO 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, 2017. 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 Enterprise Risk Management Process, which is established to identify, measure, record, assess, and manage the Company´s risks, as well as for the implementation of follow-up measures 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. Considering that in 2017, the risks of cybersecurity in the information technology processing areas, increased substantially, in the course of our meetings, the Committee dedicated special attention to this risk. We requested outside help, to have additional assurance, that appropriate controls are in place to assure the confidentiality of information as well as the continuity of operations in information technology. Internal Control We verified the compliance by Management of its responsibilities regarding internal control, and the establishment of general guidelines and the procedures necessary for their application and compliance. This process included presentations to the Audit Committee by the area responsible of the most important subsidiaries. Additionally, we followed the comments and remarks made in this regard by 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. During this process, we made sure that a follow up on main preventive and corrective actions implemented concerning internal control issues that required improvement, were taken, and the submission to the authorities of requested information. External Audit We recommended to the Board of Directors the appointment of the external auditors (who have been the same for the past ten years) for the Company and its subsidiaries for fiscal year 2017. 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 the 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 annual audit and other permitted services, and verified 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 fiscal year 2017. 3 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 Sarbanes-Oxley Act. 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, any deviations and the causes thereof. We followed up the implementation of the observations developed by Internal Audit. We confirmed the existence and validated the implementation of an Annual Training program. We reviewed and discuss with the responsible of the IA function 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 its preparation and recommended to the Board of Directors, its approval and authorize its publication. As part of this process, we analyzed the comments of the external auditors and confirm 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 financial position of the Company, its operating results and cash flows for the fiscal year ending on December 31, 2017. 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 the same accounting criteria 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 of Directors to authorize the release of such information. Our reviews also included reports and any other financial information required by Mexican and United States regulatory authorities. We reviewed and approved the changes to the accounting standards used by the Company that became effective in 2017, 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 its 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, validating that it includes a compliance provision with the Anti-Money Laundering laws in the countries where we operate, as well as compliance with anti-corruption laws (FCPA), and recommended its approval to the Board of Directors. With the support of 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. Training To comply with the training requirements of our charter, during the year, The Audit Committee members attended specific courses on topics as internal controls, risk management and auditing. 4 Administrative Activities We held regular meetings with 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 by 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 March 7, 2018 José Manuel Canal Hernando 5 Independent Auditor’s Report TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . Opinion We have audited the accompanying consolidated financial statements of Fomento Económico Mexicano, S.A.B. de C.V. and its subsidiaries (collectively the “Group”), which comprised the consolidated statements of financial position as at December 31, 2017, and 2016, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the three years in the period ended as of December 31, 2017, and notes to the consolidated financial statements including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and their financial performance and cash flows for each of the three years in the period ended as of December 31, 2017, in accordance with International Financial Reporting Standards (“IFRS”). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Group in accordance with the International Ethics Standards Board of Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Mexico according with the “Codigo de Etica Profesional del Instituto Mexicano de Contadores Publicos” (“IMCP Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters for the year ended December 31, 2017 Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the accompanying consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements. Coca-Cola FEMSA Philippines consolidation Description of the key audit matter As disclosed in Notes 4.1.1 to the consolidated financial statements, on January 25, 2017, the Company took control over Coca- Cola FEMSA Philippines (CCFPI) as the veto rights held by The Coca-Cola Company “TCCC” over certain operating decisions expired. Consequently, all decisions relating to the day-to-day operation and management of CCFPI’s business; including its annual operations plan, are approved by a majority of its board of directors without requiring the affirmative vote of any director appointed by TCCC. Commencing on February 1, 2017, the Company started consolidating CCFPI’s financial results in its financial statements. Due to the complexity of the analysis regarding obtaining control without transfer of consideration involved in CCFPI, the determination of the fair value of the business based on a Level 3 valuation technique and the valuation of the net assets acquired as per IFRS 3 at the acquisition date that involves significant degree of estimates required by management, we have determined this to be a key audit matter. 6 How our audit addressed the matter We evaluated management´s assessment regarding control over the relevant activities attributable to the consolidation of CCFPI under IFRS 3 including consideration of managements of obtaining control without transfer of additional consideration. We evaluated management assumptions related to compound annual growth rates, projected cost and expense savings among others key assumptions used in IFRS 13 Level 3 fair value at the acquisition date by 1) assessing the historical accuracy of the Group’s budgetary estimates, 2) obtaining and analyzing the Group’s business strategies supporting the future cash flow estimates, 3) evaluating the macroeconomic environment including comparisons to the performance of comparable companies for which publicly data is available. We involved our internal specialists when performing these procedures. Finally, we evaluated the related disclosures made in the consolidated financial statements. Impairment of distribution rights, trade marks rights and goodwill Description of the key audit matter As disclosed in Note 12 to the consolidated financial statements, Distribution Rights, Trademarks Rights and Goodwill were Ps. 143,281 million as of December 31, 2017. Given the materiality of distribution rights, trademarks rights and goodwill in relation to the consolidated financial statements and the significant judgment and estimation required by management when evaluating these accounts for impairment, we have determined this area to be a key audit matter, in particular for territories in Brazil, due to recent acquisitions that resulted in significant additions to these accounts and in Venezuela given the general deterioration of the country’s macroeconomic environment. How our audit addressed the matter We evaluated management assumptions related to compound annual growth rates, projected cost and expense among others key assumptions used in the impairment testing by 1) assessing the historical accuracy of the Management’s budgetary estimates, 2) obtaining and analyzing Management’s business strategies supporting the future cash flow estimates, 3) evaluating the macroeconomic environment including comparisons to the performance of comparable companies for which publicly available data is available. We also assessed management’s sensitivity analyses focusing on the projected compound annual growth rates and projected cost and expenses, mainly. We involved our internal specialists when performing these procedures. In addition, we tested the Group’s procedures around the preparation of the budget, upon which the value-in-use model is based. Furthermore, we assessed the related disclosures made in the consolidated financial statements. Venezuela operations Description of the key audit matter Venezuela is a challenging economic and political environment. Challenges of operating in Venezuela include, but are not limited to, high level of inflations, lack of exchangeability across all exchange mechanisms, limited access to certain key raw materials and import restrictions, and periodic government intervention into operations including continually changing laws and regulations. We focused on this area because of the involvement of key judgments and sources of estimation uncertainty including: 1) Whether the Group continues to have control over relevant activities of its Venezuela operations under IFRS 10 given the foreign currency restrictions, as well as other operating challenges established by the economic and political environment in Venezuela. 2) The appropriate exchange rate used to translate the results of the subsidiary in Venezuela for consolidation purposes. 3) The recoverability of long-lived assets related to the Group’s Venezuela operations as described in the key audit matter “Impairment of distribution rights, trademark rights and goodwill,” section above. As disclosed in Note 3.3 at December 31, 2017, the Company deconsolidated its Venezuelan operations, which resulted in an extraordinary charge to the income statement mainly attributable to the recycling of all the amount of currency translation differences in accumulated other comprehensive recognized through December 31, 2017, that amounted to Ps. 26,123 million and impairment charges of Ps. 2,053. How our audit addressed the matter We evaluated management’s assessment about the loss of control of the relevant activities attributable to the Venezuelan operations under IFRS 10. This included consideration of management’s ability to control relevant activities such as managing its capital structure, establishing sales strategies, some pricing, financial decisions, cost infrastructure, among other matters and the analysis of the Group exposure to variable returns in their investment in Venezuela due to the difficult economic environment. We also evaluated the adequacy of the entries posted by the Company in regard to the deconsolidation of Venezuela. With regards to translation of the financial figures in Venezuela for consolidation purposes, we focused our audit efforts on assessing management’s judgment applied in the determination of the exchange rate applied that fairly present and provide more useful and relevant information regarding their results in Venezuela before deconsolidation. As disclosed in Note 3.3 such exchange rate was based on certain assumptions such as inflation adjustments that in management’s view were not reflected in the official exchange rates published in Venezuela. 7 We also assessed the adequacy of the related disclosures made in the consolidated financial statements, related to each of those items mentioned above. Recoverability of deferred tax assets Description of the key audit matter As disclosed on Note 24 to the consolidated financial statements, the Group had Ps. 29,487 million of net operating loss carry- forwards as of December 31, 2017; such amount relates to the Brazilian and Mexican operations. Brazilian amounts are mainly attributable to tax deductions of goodwill amortization generated on recent business acquisitions while the amounts generated in Mexico related to operating tax losses generated in recent years. Additionally, as disclosed on Note 24, the Company recognized deferred tax assets arising from tax credits for an amount of Ps. 1,723 million, mostly generated in Mexico in 2016 as a result of dividends received from subsidiaries outside Mexico. We focus on this area because the recognition of deferred tax assets relies on the application of significant judgement by management in respect of assessing the probability and sufficiency of future taxable profits and ongoing tax planning strategies; therefore, due to the size of the Group’s deferred tax assets in Brazil and Mexico and the associated uncertainty surrounding recoverability, this is considered a key audit matter. How our audit addressed the matter Our audit procedures, among others, included the assessment of controls over the recognition and measurement of deferred tax assets and the evaluation of assumptions used in projecting the Group’s future taxable profits in Mexico and Brazil. With the assistance of our internal tax specialists, we assessed the feasibility of the Group’s future tax planning strategies that may enable realizability of the deferred tax asset in Mexico. When applicable, our audit procedures also focused on the review of management’s projections of future cash flows in relation to the likelihood of generating sufficient taxable profits based on forecasts of anticipated future cost savings, growth rates, discount rates, and other key assumptions. We involved our internal specialists when performing these procedures. We also evaluated the related disclosures made in the Consolidated Financial Statements. Vonpar acquisition Description of the key audit matter On December 6, 2017, the Company finalized the final purchase price allocation, derived from Vonpar’s acquisition dated on December 6, 2016 for a total consideration transfer of Ps. 20,992 million. This is outlined in Note 4 of the consolidated financial statements. The final purchase price allocation and the analysis of the accounting, and valuation of the consideration transferred as it involved embedded derivatives, are key audit matters. How our audit addressed the matter We audited in conjunction with our specialists, the corresponding final allocation of Vonpar acquisition and analyzed the propriety of the accounting of the consideration transferred including the identification of the embedded derivatives. We also tested with the assistance of our risk specialists the measurement of the consequent fair values of the various embedded derivatives including the option to convert the promissory note into equity instruments of the Coca Cola FEMSA as part of the consideration transferred. We further assessed the adequacy of the company’s disclosures of this business combination and final allocation, in the Consolidated Financial Statements. Partial disposal of Heineken Shares Description of the key audit matter As disclosed on Note 4.2, during 2017, the Company sold a portion of its holdings representing 5.24% of the outstanding shares of the Heineken Group for Ps. 53,051 million in an all cash transaction. With this transaction the Company took advantage of a Repatriation of Capital Decree issued by the Mexican government, which sustains a benefit to residents in Mexico by applying to income and investments returned to the country an income tax of 8% (instead of the statutory rate of 30%). The Company recognized a gain of Ps. 29,989, as a result of the 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. The gain is net of transaction related costs of Ps. 160 and includes reclassification from other comprehensive income mainly corresponding to exchange differences on translation of the portion sold which amounts net to Ps. 6,632. Because of the significant amounts involved in the transactions, the related accounting and tax consequences, we considered it a key audit matter. 8 How our audit addressed the matter Our audit procedures, among others, included the 1) Analysis of whether the Company continues to exercise significant influence on the Heineken Group, 2) the evaluation of the propriety of the recognition of the gain of the sales of shares, 3) the appropriate date when the company suspended the accounting of equity method for the portion of shares sold and 4) in connection with our specialist the analysis of tax effects of repatriation of capital decree. We also evaluated the related disclosures made in the Consolidated Financial Statements. Other information included in the Group’s 2017 Annual Report The other information comprises the information included in the Group’s 2017 Annual Report presented to the Comision Nacional Bancaria y de Valores (“CNBV”) and the annual report presented to shareholders, but does not include the consolidated financial statements and our auditor’s report thereon. Management is responsible for the other information. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated, as issuing the declaratory on annual report requested by CNBV. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. Responsibilities of Management and the Audit Committee for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the accompanying 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. In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The Audit Committee is responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and asses the risks of material misstatement of the consolidated financial statements whether due to fraud or error; design and perform audit procedures responsive to those risks; and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit 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 Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. 9 • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion of the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide to the Audit Committee a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication. The partner in charge of the audit resulting in this independent auditor’s report, is who signs it. Mancera, S.C. A member practice of Ernst & Young Global Limited Americo de la Paz de la Garza March 8, 2018 Monterrey, N.L. Mexico 10 Consolidated Statements of Financial Position FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . AND SUBSIDIARIES MONTERREY, N .L ., MEXICO As of December 31, 2017 and 2016 . Amounts expressed in millions of U .S . dollars ($) and in millions of Mexican pesos (Ps .) ASSETS Current Assets: Cash and cash equivalents Short-term 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 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 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 Accumulated other comprehensive income (loss) Total controlling interest Non-controlling interest in consolidated subsidiaries Total equity TOTAL LIABILITIES AND EQUITY Note December 2017 (*) December 2017 December 2016 5 6 7 8 24 9 9 10 11 12 24 13 13 18 18 25 18 16 24 25 25 21 $ $ $ $ 4,936 110 1,646 1,774 575 38 147 9,226 4,893 5,943 7,846 807 615 637 29,967 144 548 50 2,476 893 571 666 5,348 5,996 274 312 142 740 7,464 12,812 170 1,365 10,279 930 12,744 4,411 17,155 29,967 Ps. 96,944 2,160 32,316 34,840 11,284 756 2,888 181,188 96,097 116,712 154,093 15,853 12,073 12,525 Ps. 588,541 Ps. 43,637 120 26,222 31,932 9,226 2,705 4,109 117,951 128,601 102,223 153,268 12,053 15,345 16,182 Ps. 545,623 Ps. 2,830 Ps. 1,912 5,369 10,760 976 976 47,465 48,625 11,624 17,538 11,360 11,214 7,583 13,079 86,289 105,022 117,758 5,373 6,133 2,797 14,546 146,607 251,629 131,967 4,447 11,037 7,320 18,393 173,164 259,453 3,348 26,808 201,868 18,267 250,291 86,621 336,912 Ps. 588,541 3,348 25,733 168,796 14,027 211,904 74,266 286,170 Ps. 545,623 (*) Convenience translation to U.S. dollars ($) – See Note 2.2.3 The accompanying notes are an integral part of these consolidated statements of financial position. 11 Note 2017 (*) 2017 2016 2015 $ $ $ $ 23,410 35 23,445 14,776 8,669 841 5,674 1,769 1,729 566 80 252 81 (10) Ps. 459,763 693 460,456 290,188 170,268 16,512 111,456 34,741 33,959 11,124 1,566 4,956 1,590 (204) Ps. 398,622 885 399,507 251,303 148,204 14,730 95,547 1,157 5,909 9,646 1,299 1,131 2,411 186 Ps. 310,849 740 311,589 188,410 123,179 11,705 76,375 423 2,741 7,777 1,024 (1,193) (36) 364 2,031 539 39,866 10,583 28,556 7,888 25,163 7,932 403 1,895 7,923 Ps. 37,206 6,507 Ps. 27,175 6,045 Ps. 23,276 2,160 (265) 1,895 42,408 (5,202) Ps. 37,206 21,140 6,035 Ps. 27,175 17,683 5,593 Ps. 23,276 Ps. Ps. 0.11 0.13 0.11 0.13 2.12 2.65 2.11 2.64 1.05 1.32 1.05 1.32 Ps. 0.88 1.10 0.88 1.10 Consolidated Income Statements FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . AND SUBSIDIARIES MONTERREY, N .L ., MEXICO For the years ended December 31, 2017, 2016 and 2015 . Amounts expressed in millions of U .S . dollars ($) and in millions of Mexican pesos (Ps .), except per share amounts . Net sales Other operating revenues Total revenues Cost of goods sold Gross profit Administrative expenses Selling expenses Other income Other expenses Interest expense Interest income Foreign exchange gain (loss), net Monetary position gain (loss), net Market value (loss) gain on financial instruments Income before income taxes and share of the profit of associates and joint ventures accounted for using the equity method 19 19 18 Income taxes Share of the profit of associates and joint ventures 24 accounted for using the equity method, net of taxes 10 Consolidated net income Attributable to: Controlling interest Non-controlling interest Consolidated net income Basic controlling interest net income: Per series “B” share Per series “D” share Diluted controlling interest net income: Per series “B” share Per series “D” share 21 23 23 23 23 (*) Convenience translation to U.S. dollars ($) – See Note 2.2.3 The accompanying notes are an integral part of these consolidated income statements. 12 Consolidated Statements of Comprehensive Income FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . AND SUBSIDIARIES MONTERREY, N .L ., MEXICO For the years ended December 31, 2017, 2016 and 2015 . Amounts expressed in millions of U .S . dollars ($) and in millions of Mexican pesos (Ps .) Consolidated net income Other comprehensive income: Items that will be reclassified to consolidated net income, net of tax: Valuation of the effective portion of derivative financial instruments Loss on hedge of a net investment in a foreign operations Exchange differences on the translation of foreign operations and associates Share of other comprehensive (loss) income of associates and joint ventures Total items that will be reclassified Items that will not to be reclassified to consolidated net income in subsequent periods, net of tax: Share of other comprehensive income (loss) of associates and joint ventures Remeasurements of the net defined benefit liability Total items that will not be reclassified Total other comprehensive income (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 Vonpar Controlling interest comprehensive income Non-controlling interest comprehensive income Reattribution from controlling interest of other comprehensive income by acquisition of Vonpar Non-controlling interest comprehensive income Consolidated comprehensive income, net of tax Note 2017 (*) 2017 2016 2015 $ 1,895 Ps. 37,206 Ps. 27,175 Ps. 23,276 20 18 10 (22) (64) (439) 1,732 (1,259) (1,443) 122 - 737 14,482 30,763 (2,234) (102) 549 (2,013) 10,771 (2,228) 28,824 282 (1,830) 4 - 4 553 2,448 2,348 (3) 2,345 100 69 (7) 62 10,833 Ps. 48,039 46,052 (1,004) (167) (1,171) 27,653 Ps. 54,828 39,330 169 144 313 (1,517) Ps. 21,759 19,165 (51) 46,001 1,987 - 39,330 15,498 - 19,165 2,594 3 103 2,448 51 2,038 Ps. 48,039 - 15,498 Ps. 54,828 - 2,594 Ps. 21,759 $ $ (*) Convenience translation to U.S. dollars ($) – See Note 2.2.3 The accompanying notes are an integral part of these consolidated statements of comprehensive income. 13 Consolidated Statements of Changes in Equity FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . AND SUBSIDIARIES MONTERREY, N .L ., MEXICO For the years ended December 31, 2017, 2016 and 2015 . Amounts expressed in millions of Mexican pesos (Ps .) Capital Stock Additional Paid-in Capital Retained Earnings 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 Balances at January 1, 2015 Net income Other comprehensive income (loss), net of tax Comprehensive income Dividends declared and paid Issuance of shares associated with share-based payment plans Acquisition of Grupo Socofar (see Note 4) Contributions from non-controlling interest Other movements of equity method of associates, net of taxes Balances at December 31, 2015 Net income Other comprehensive income (loss), net of tax Comprehensive income Dividends declared and paid Issuance (purchase) of shares associated with share-based payment plans Other equity instruments from acquisition of Vonpar (see Note 4) Other acquisitions and remeasurements (see Note 4) Contributions from non-controlling interest Other movements of equity method of associates, net of taxes Balances at December 31, 2016 Net income Other comprehensive income (loss), net of taxes Comprehensive income Dividends declared and paid Issuance of shares associated with share-based payment plans Capitalization of issued shares to former owners of Vonpar Ps. 3,347 - - - - 1 - - - 3,348 - - - - - - - - - Ps. 3,348 - - - - - Ps. Ps. Ps. 25,649 - - - - 158 - - - 25,807 - - - - (74) - - - - Ps. 25,733 - - - - (89) Ps. 147,122 17,683 - 17,683 (7,350) - - - (923) 156,532 21,140 - 21,140 (8,355) - - - - (521) Ps. 168,796 42,408 - 42,408 (8,636) - in Coca-Cola FEMSA (see Note 4) Acquisitions of non-controlling interest (see Note 4) Contribution from non-controlling interest Recognition of non-controlling interest upon consolidation of CCFPI (see Note 4) Recycling from net defined benefit liability on partial disposal of associates and joint ventures Other movements of equity method of associates, net of taxes Balances at December 31, 2017 - - - - 1,164 - - - - - - - 307 - 299 299 - - - - - 606 - 2,057 2,057 - - - - - - 2,663 - (47) (47) - - 2 - - - - - Ps. 3,348 - - Ps. 26,808 (596) (104) Ps. 201,868 - - 2,618 Ps. Ps. 18,207 Ps. (2,558) Ps. 250,291 Ps. 86,621 Ps. 336,912 Ps. (3,633) Ps. (2,319) Ps. 170,473 Ps. 59,649 Ps. 230,122 945 945 238 238 (2,688) (2,081) 181,524 17,241 17,241 (1,108) (1,108) - - - - - - - - - - - - - - - - - - - - - 3,607 3,607 47 - - - - - - - - - - - - - - 33 33 - - 2 - - - 596 - 17,683 1,482 19,165 (7,350) 159 - - (923) 21,140 18,190 39,330 (8,355) (74) (521) 42,408 3,593 46,001 (8,636) (89) 1,215 - - - - - - - (104) 5,593 (2,999) 2,594 (3,351) 57 1,133 250 - 60,332 6,035 9,463 15,498 (3,690) 9 (485) 1,710 892 - (5,202) 7,240 2,038 23,276 (1,517) 21,759 (10,701) 216 1,133 250 (923) 241,856 27,175 27,653 54,828 (12,045) (65) (485) 1,710 892 (521) 37,206 10,833 48,039 (3,622) (12,258) 50 (39) 2,867 (322) 272 4,082 (322) 272 11,072 11,072 - - - (104) Ps. 14,553 Ps. (3,189) Ps. 211,904 Ps. 74,266 Ps. 286,170 The accompanying notes are an integral part of these consolidated statements of changes in equity. 14 Issuance of shares associated with share-based payment plans 158 Issuance (purchase) of shares associated with share-based payment plans (74) Balances at January 1, 2015 Net income Comprehensive income Dividends declared and paid Other comprehensive income (loss), net of tax Acquisition of Grupo Socofar (see Note 4) Contributions from non-controlling interest Other movements of equity method of associates, net of taxes Balances at December 31, 2015 Net income Other comprehensive income (loss), net of tax Comprehensive income Dividends declared and paid Other equity instruments from acquisition of Vonpar (see Note 4) Other acquisitions and remeasurements (see Note 4) Contributions from non-controlling interest Other movements of equity method of associates, net of taxes Balances at December 31, 2016 Net income Comprehensive income Dividends declared and paid Other comprehensive income (loss), net of taxes Issuance of shares associated with share-based payment plans Capitalization of issued shares to former owners of Vonpar in Coca-Cola FEMSA (see Note 4) Acquisitions of non-controlling interest (see Note 4) Contribution from non-controlling interest Recognition of non-controlling interest upon consolidation of CCFPI (see Note 4) Recycling from net defined benefit liability on partial disposal of associates and joint ventures Other movements of equity method of associates, net of taxes Capital Stock Additional Paid-in Capital Ps. 3,347 Ps. 25,649 Ps. 147,122 Ps. 307 3,348 25,807 Retained Earnings 17,683 17,683 (7,350) (923) 156,532 21,140 21,140 (8,355) (521) 42,408 42,408 (8,636) - - - - - - - - - - - - - - - (596) (104) - - - - - - - - - - - - - - - - - - - - - - - - (89) 1,164 299 299 606 2,057 2,057 (47) (47) - - - - - - - - - - - - - - - - 2 - - - - - - - - - 1 - - - - - - - - - - - - - - - - - - - - - - - Ps. 3,348 Ps. 25,733 Ps. 168,796 Ps. 2,663 Balances at December 31, 2017 Ps. 3,348 Ps. 26,808 Ps. 201,868 Ps. 2,618 Valuation of the Effective Portion of Derivative Financial Instrument Exchange Differences on the Remeasurements of the Net Defined Benefit Liability Translation of Foreign Operations and Associates Total Controlling Interest Non- Controlling Interest - 238 238 - - - - - (2,081) - (1,108) (1,108) - - - - - - Ps. (3,633) Ps. (2,319) Ps. 170,473 17,683 1,482 19,165 (7,350) 159 - - (923) 181,524 21,140 18,190 39,330 (8,355) (74) - - - (521) Ps. (3,189) Ps. 211,904 42,408 3,593 46,001 (8,636) (89) - 945 945 - - - - - (2,688) - 17,241 17,241 - - - - - - Ps. 14,553 - 3,607 3,607 - - - 33 33 - - Ps. 59,649 5,593 (2,999) 2,594 (3,351) 57 1,133 250 - 60,332 6,035 9,463 15,498 (3,690) 9 (485) 1,710 892 - Ps. 74,266 (5,202) 7,240 2,038 (3,622) 50 Total Equity Ps. 230,122 23,276 (1,517) 21,759 (10,701) 216 1,133 250 (923) 241,856 27,175 27,653 54,828 (12,045) (65) (485) 1,710 892 (521) Ps. 286,170 37,206 10,833 48,039 (12,258) (39) 47 - - - 2 - - - 1,215 - - 2,867 (322) 272 4,082 (322) 272 - 11,072 11,072 - - Ps. 18,207 596 - - (104) Ps. (2,558) Ps. 250,291 - - Ps. 86,621 - (104) Ps. 336,912 15 Consolidated Statements of Cash Flows FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . AND SUBSIDIARIES MONTERREY, N .L ., MEXICO For the years ended December 31, 2017, 2016 and 2015 . 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 Non-cash non operating (income) expenses Depreciation Amortization Gain on sale of long-lived assets (Gain) loss on sale of shares (see Note 19) 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 (gain) loss, net Monetary position (gain) loss, net Market value loss (gain) on financial instruments Cash flow from operating activities before changes in operating accounts 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 Employee benefits paid Cash generated from operations Income taxes paid Net cash generated by operating activities 2017 (*) 2017 2016 2015 $ 2,434 Ps. 47,789 Ps. 35,063 Ps. 31,208 159 1,315 795 104 (11) (1,533) 23 105 (403) (80) 566 (252) (81) 10 3,151 (578) 99 (133) 1 376 16 100 (32) 3,000 (957) 2,043 3,114 25,817 15,613 2,052 (209) (30,112) 451 2,063 (7,923) (1,566) 11,124 (4,956) (1,590) 204 61,871 (11,349) 1,949 (2,602) 18 7,394 309 1,968 (631) 58,927 (18,792) 40,135 4,111 - 12,076 1,633 (170) 8 238 - (6,507) (1,299) 9,646 (1,131) (2,411) (186) 51,071 (1,889) (1,395) (4,936) 130 15,337 968 2,642 (476) 61,452 (11,321) 50,131 2,873 - 9,761 1,064 (249 ) (14 ) 416 134 (6,045) (1,024) 7,777 1,193 36 (364 ) 46,766 (4,379) 318 (4,330) 441 6,799 822 (570) (382) 45,485 (8,743) 36,742 (*) Convenience translation to U.S. dollars ($) – see Note 2.2.3 The accompanying notes are an integral part of these consolidated statements of cash flow. 16 Consolidated Statements of Cash Flows FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . AND SUBSIDIARIES MONTERREY, N .L ., MEXICO For the years ended December 31, 2017, 2016 and 2015 . Amounts expressed in millions of U .S . dollars ($) and in millions of Mexican pesos (Ps .) Cash flows from investing activities: Increase in cash by acquisition of Coca-Cola FEMSA Philippines, Inc. (see Note 4) Deconsolidation in Coca-Cola FEMSA Venezuela Acquisition of Grupo Socofar, net of cash acquired (see Note 4) Partial payment of Vonpar, net of cash acquired (see Note 4) Other acquisitions, net of cash acquired (see Note 4) Other investments in associates and joint ventures Partial disposal of investment in Heineken Purchase of investments Proceeds from investments Interest received Derivative financial instruments Dividends received from associates and joint ventures Property, plant and equipment acquisitions Proceeds from the sale of property, plant and equipment Acquisition of intangible assets Investment in other assets Collections of other assets Investment in other financial assets Collection in other financial assets Net cash generated by (used in) investing activities Cash flows from financing activities: Proceeds from borrowings Payments of bank loans Interest paid Derivative financial instruments Dividends paid Contributions from non-controlling interest Acquisition of non-controlling interest Other financing activities Financing from Vonpar’s acquisition Net cash (used in) generated by financing activities Increase (decrease) in cash and cash equivalents Initial balance of cash and cash equivalents 2017 (*) 2017 2016 2015 204 (9) - - - (45) 2,586 (103) - 80 (2) 167 (1,061) 25 (170) (62) (1) (9) - 1,600 692 (923) (335) (80) (634) - (16) (9) 208 (1,097) 2,546 2,222 4,013 (170) - - - (889) 50,790 (2,016) - 1,566 (35) 3,277 (20,838) 490 (3,346) (1,222) (19) (184) - 31,417 13,599 (18,130) (6,578) (1,579) (12,450) - (315) (168) 4,082 (21,539) 50,013 43,637 - - - (13,198) (5,032) (2,189) - (118) 20 1,299 (220) 3,276 (19,083) 574 (2,309) (1,709) 2 (23) 65 (38,645) 26,629 (5,458) (5,470) (3,471) (12,045) 892 - 220 - 1,297 12,783 29,396 - - (6,890) - (5,821) (291) - - 126 1,024 232 2,394 (17,485) 630 (971) (1,502) 223 (28) - (28,359) 8,422 (15,520) (4,563) 8,345 (10,701) 250 - 26 - (13,741) (5,358) 35,497 Effects of exchange rate changes and inflation effects on cash and cash equivalents held in foreign currencies Ending balance of cash and cash equivalents 168 4,936 3,294 Ps. 96,944 1,458 Ps. 43,637 (743) Ps. 29,396 $ (*) Convenience translation to U.S. dollars ($) – see Note 2.2.3 The accompanying notes are an integral part of these consolidated statements of cash flow. 17 Notes to the Consolidated Financial Statements FOMENTO ECONÓMICO MEXICANO, S .A .B . DE C .V . Y SUBSIDIARIAS MONTERREY, N .L ., MÉXICO For the years ended December 31, 2017, 2016 and 2015 . Amounts expressed in millions of U .S . dollars ($) 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”) are carried out by operating subsidiaries and companies that are direct and indirect holding company subsidiaries of FEMSA. The following is a description of the Company´s activities as of the date of the issuance of these consolidated financial statements, together with the ownership interest in each subholding company or business unit: Subholding Company Coca-Cola FEMSA, S.A.B. de C.V. and subsidiaries (“Coca-Cola FEMSA”) % Ownership December 31, 2017 December 31, 2016 Activities 47.2%(1) (2) (63.0% of the voting shares) Production, distribution and marketing of certain 47.9% (1) (63.0% of the Coca-Cola trademark beverages in Mexico, Guatemala, voting shares) Nicaragua, Costa Rica, Panama, Colombia, Venezuela, Retail Division 100% 100% Fuel Division 100% 100% Health Division (4) Various (3) Various (3) s e i r a i d i s b u s d n a ) ” o i c r e m o C A S M E F “ ( . . V C e d . A S . , o i c r e m o C A S M E F CB Equity, LLP (“CB Equity”) 100% 100% Other companies 100% 100% Brazil, Argentina and Philippines (see Note 4). At December 31, 2017, The Coca-Cola Company (TCCC) indirectly owns 27.8% of Coca-Cola FEMSA’s capital stock. In addition, shares representing 25% of Coca-Cola FEMSA’s capital stock are traded on the Bolsa Mexicana de Valores (Mexican Stock Exchange “BMV”) and on the New York Stock Exchange, Inc (NYSE) in the form of American Depositary Shares (“ADS”). Small-box retail chain format operations in Mexico, Colombia and the United States, mainly under the trade name “OXXO” and “Big John” in Chile. Retail service stations for fuels, motor oils, lubricants and car care products under the trade name “OXXO GAS” with operations in Mexico. Drugstores operations in Chile and Colombia, mainly under the trademark “Cruz Verde” and Mexico under various brands such as YZA, La Moderna and Farmacon. This Company holds Heineken N.V. and Heineken Holding N.V. shares, which represents the aggregate of 14.8%(5) economic interest in both entities (“Heineken”). Companies engaged in the production and distribution of coolers, commercial refrigeration equipment, plastic cases, food processing, preservation and weighing equipment; as well as logistic transportation and maintenance services to FEMSA’s subsidiaries and to third parties. (1) The Company controls Coca-Cola FEMSA’s relevant activities. (2) The ownership decreased from 47.9% as of December 31, 2016 to 47.2% as of December 31, 2017 as a result of the issuance to former owners of Vonpar of shares in Coca-Cola FEMSA (see Note 4). (3) The former shareholders of Farmacias YZA hold a 23% stake in Cadena Comercial de Farmacias, S.A.P.I. de C.V., a subsidiary of FEMSA Comercio that holds all pharmacy business in Mexico (which we refer to as CCF). In addition, FEMSA Comercio through one of its subsidiaries, Cadena Comercial de Farmacias Sudamerica, S.P.A., holds a 60% stake in Grupo Socofar, see Note 4.1.2. (4) From 2016, FEMSA Comercio – Health Division has been considered as a separate reportable segment, see Note 26. (5) The economic interest decreased from 20.0% as of December 31, 2016 to 14.8% as of December 31, 2017 as a result of partial disposal transaction (see Note 4.2). 18 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 Eduardo Padilla Silva and Chief Corporate Financial Officer Gerardo Estrada Attolini on February 21, 2018. These consolidated financial statements and notes were then approved by the Company’s Board of Directors on February 27, 2018 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 16, 2018. The Company’s shareholders have the power 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 carrying values of recognized assets and liabilities that are designated as hedged items in fair value hedges that would otherwise be carried at amortized cost are adjusted to record changes in the fair values attributable to the risks that are being hedged in effective hedge relationship. 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. 2.2.2 Presentation of consolidated statements of cash flows The Company’s consolidated statement of cash flows is presented using the indirect method. 2.2.3 Convenience translation to U.S. dollars ($) The consolidated financial statements are stated in millions of Mexican pesos (“Ps.”) and rounded to the nearest million unless stated otherwise. However, solely for the convenience of the readers, the consolidated statement of financial position as of December 31, 2017, the consolidated income statement, the consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended December 31, 2017 were converted into U.S. dollars at the exchange rate of 19.6395 Mexican pesos per U.S. dollar as published by the Federal Reserve Bank of New York as of December 29, 2017 the last date in 2017 for available information. 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. As explained in Note 2.1 above, as of February 27, 2018 (the issuance date of these financial statements) such exchange rate was Ps. 18.5659 per U.S. dollar, a revaluation of 6% since December 31, 2017. 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. Real 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. 19 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 impairment tests annually or whenever indicators of impairment are present. 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. Impairment losses are recognized in current earnings in the period the related impairment is determined. The Company assesses at each reporting date whether there is an indication that a long-lived 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. 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. 2 .3 .1 .2 Useful lives of property, plant and equipment and intangible assets with definite useful lives Property, plant and equipment, including returnable bottles which are expected to provide benefits over a period of more than one year, as well as intangible assets with definite 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 its experience in the industry for similar assets, see Notes 3.12, 3.14, 11 and 12. 2 .3 .1 .3 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 bases of assets and liabilities. The Company recognizes deferred tax assets for unused tax losses and other credits and regularly reviews them for recoverability, based on its judgment regarding the probability of the timing and level of future taxable income, the expected timing of the reversals of existing taxable temporary differences and future tax planning strategies, 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 judgment must be exercised to determine the likelihood of such a loss and an estimate of the amount, due to the subjective nature of the loss. 2 .3 .1 .6 Valuation of financial instruments The Company is required to measure all derivative financial instruments at fair value. The fair values of derivative financial instruments are determined considering quoted prices in recognized markets. If such instruments are not traded, fair value is determined by applying techniques based upon technical models supported by sufficient reliable and verifiable data, recognized in the financial sector. The Company bases its forward price curves upon market price quotations. Management believes that the chosen valuation techniques and assumptions used are appropriate in determining the fair value of financial instruments, see Note 20. 2 .3 .1 .7 Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company to, and liabilities assumed by the Company from the former owners of the acquiree, the amount of any non-controlling interest in the acquiree, and the equity interests issued by the Company in exchange for control of the acquiree. 20 At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized and measured 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. • Indemnifiable assets are recognized at the acquisition date on the same basis as the indemnifiable liability subject to any contractual limitations. For each acquisition, management’s judgment must be exercised to determine the fair value of the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, applying estimates or judgments in techniques used, especially in forecasting CGU’s cash flows, in the computation of weighed average cost of weighted average cost of capital (WACC) and estimation of inflation during the identification of intangible assets with indefinite live, mainly, goodwill, distribution and trademark rights. 2.3.2 Judgements In the process of applying the Company’s accounting policies, management has made the following judgements which have the most significant effects on the amounts recognized in the consolidated financial statements. 2 .3 .2 .1 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 .2 .2 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 such as: 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. 21 As mentioned in Note 4, until January 2017, Coca-Cola FEMSA accounted for its 51% investment in Coca-Cola FEMSA Philippines, Inc. (CCFPI) as a joint venture, this was based on the facts that Coca-Cola FEMSA and TCCC: (i) make all operating decisions jointly during the initial four-year period and (ii) potential voting rights to acquire the remaining 49% of CCFPI were not probable to be exercised in the foreseeable future and the fact that the call option remains “out of the money” as of December 31, 2017. 2 .3 .2 .3 Venezuela exchange rates and deconsolidation As is further explained in Note 3.3 below, as of December 31,2017, the exchange rate used to translate the financial statements of the Company’s Venezuelan subsidiary for reporting purposes into the consolidated financial statements was 22,793 bolivars per U.S. dollar. As is also explained in Note 3.3 below, effective December 31, 2017 the Company deconsolidated its Coca-Cola FEMSA subsidiary’s operations in Venezuela due to the challenging economic environment in that country and began accounting for the operations under the fair value method. 2.4 Application of recently issued accounting standards The Company has applied the following amendments to IFRS during 2017: Amendments to IAS 7, Disclosure Initiative The amendments to IAS 7, Statement of Cash Flows, require that the following changes in liabilities arising from financing activities be disclosed separately from changes in other assets and liabilities: (i) changes from financing cash flows; (ii) changes arising from obtaining or losing control of subsidiaries or other businesses; (iii) the effect of changes in foreign exchange rates; (iv) changes in fair values; and (v) other changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the statement of cash flows as cash flows from financing activities. (see Note 18.1). Amendments to IAS 12, Recognition of Deferred Tax Assets for Unrealized Losses The amendments clarify that the Company needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount. The Company did not have any impact in the adoption of these amendments. Note 3. Significant Accounting Policies 3.1 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company. 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 are included in the consolidated financial statements of income and comprehensive income from the date the Company gains control until the date the Company ceases to control the subsidiary. Profit or loss 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 intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation. 22 A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Company loses control over a subsidiary, it: • Derecognizes the assets (including goodwill) and liabilities of the subsidiary. • Derecognizes the carrying amount of any non-controlling interests. • Derecognizes the cumulative translation differences recorded in equity. • Recognizes the fair value of the consideration received. • Recognizes the fair value of any investment retained. • Recognizes any surplus or deficit in profit or loss. • Reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Company had directly disposed of the related assets or liabilities. 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. 3.2 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. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. 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. Costs, 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, 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 in which the accounting is incomplete, and discloses that its allocation is preliminary in nature. Those provisional amounts are adjusted retrospectively during the measurement period (not greater than 12 months from the acquisition date), 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. Sometimes obtaining control of an acquiree in which equity interest is held immediately before the acquisition date is considered as a business combination achieved in stages also referred to as a step acquisition. The Company remeasures its previously held equity interest in the acquiree at it s acquisition-date fair value and recognises the resulting gain or loss, if any, in profit or loss. Also, the changes in the value of equity interest in the acquiree recognized in other comprehensive income shall be recognized on the same basis as required if the Company had disposed directly of the previously held equity interest, see Note 3.11.2. The Company sometimes obtains control of an acquiree without transferring consideration. The acquisition method of accounting for a business combination, applies to those combinations as follows: a) The acquiree repurchases a sufficient number of its own shares for the Company to obtain control. b) Minority veto rights lapse that previously kept the Company from controlling an acquiree in which it held the majority voting rights. c) The Company and the acquiree agree to combine their businesses by contract alone in which it transfers no consideration in exchange for control and no equity interest is held in the acquiree, either on the acquisition date or previously. 23 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 retranslated. 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 in other comprehensive income, which is recorded in equity as part of accumulated translation adjustment within the cumulative other comprehensive income. • 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 acumulatedother comprehensive income (loss) item, which is recorded in equity. • Exchange differences on transactions entered into in order to hedge certain foreign currency risks. Foreign exchange differences on monetary items are recognized in profit or loss. Their classification in the income statement depends on their nature. Differences arising from fluctuations related to operating activities are presented in the “other expenses” line (see Note 19) while fluctuations related to non-operating activities such as financing activities are presented as part of “foreign exchange gain (loss)” line in the income statement. 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 follows: • For hyperinflationary economic environments, the inflation effects of the origin country are recognized pursuant IAS 29 Financial Reporting in Hyperinflationary Economies, 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 if the exchange rate does not fluctuate significantly. 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. In September 2017, the Company sold shares equal to 5.2% of economic interest in Heineken, consequently it reclassified the proportionate share of the accumulated exchange differences, recognized previously in other comprehensive income, for a total profit of Ps. 6,632 to the consolidated statement of income. 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 in equity to its shareholders. 24 Exchange Rates of Local Currencies Translated to Mexican Pesos (1) Average Exchange Rate for Exchange Rate as of Country or Zone Functional / Recording Currency 2017 Guatemala Costa Rica Panama Colombia Nicaragua Argentina Venezuela a) Brazil Chile Euro Zone Peru Ecuador Philippines (1) Exchange rates published by the Central Bank of each country where the Company operates. Quetzal Colon U.S. dollar Colombian peso Cordoba Argentine peso Bolivar Reais Chilean peso Euro (€) Nuevo Sol Peso Philippine peso 2.57 0.03 18.93 0.01 0.63 1.15 a) 5.94 0.03 21.32 5.78 18.93 0.38 2016 2.46 0.03 18.66 0.01 0.65 1.26 a) 5.39 0.03 20.66 5.53 18.66 0.39 2015 2.07 0.03 15.85 0.01 0.58 1.71 a) 4.81 0.02 17.60 4.99 15.85 0.35 December 31, 2017 December 31, 2016 2.69 0.03 19.74 0.01 0.64 1.06 a) 5.97 0.03 23.57 6.08 19.74 0.40 2.75 0.04 20.66 0.01 0.70 1.30 a) 6.34 0.03 21.77 6.15 20.66 0.41 a) Venezuela Effective December 31, 2017, the Company determined that the deteriorating conditions in Venezuela had led Coca-Cola FEMSA to no longer meet the accounting criteria to consolidate its Venezuelan subsidiary. Such deteriorating conditions had significantly impacted Coca-Cola FEMSA’s ability to manage its capital structure, its capacity to purchase raw materials and limitations of portfolio dynamics. In addition, certain government controls over pricing, restriction over labor practices, acquisition of U.S. dollars and imports, has affected the normal course of business. Therefore, and due to the fact that its Venezuelan subsidiary will continue doing operations in Venezuela, as of December 31, 2017, Coca-Cola FEMSA changed the method of accounting for its investment in Venezuela from consolidation to fair value measured using a Level 3 concept. As a result of the deconsolidation, Coca-Cola FEMSA also recorded an extraordinary loss within other expenses for an amount of Ps. 28,177 on December 31, 2017. Such effect includes the reclassification of Ps. 26,123 to the income statement previously recorded within accumulated foreign currency translation losses in equity, impairment equal to Ps. 745 and Ps. 1,098 mainly from distribution rights and property, plant and equipment, respectively, and Ps. 210 for the remeasurement at fair-value of Venezuelan investment. Prior to deconsolidation, during 2017, Coca-Cola FEMSA’s Venezuelan operations contributed Ps. 4,005 to net sales, and losses of Ps. 2,223 to net income. It’s total assets were Ps. 4,138 and the total liabilities were Ps. 2,889. Beginning January 1, 2018, Coca-Cola FEMSA will recognize its investment in Venezuela under the fair value method following the new IFRS 9 Financial Instruments standard. . Until December 31, 2017, Coca-Cola FEMSA’s recognition of its Venezuelan operations involved a two-step accounting process in order to translate into bolivars all transactions in a different currency than bolivars and then to translate the bolivar amounts to Mexican Pesos. Step-one.- Transactions are first recorded in the stand-alone accounts of the Venezuelan subsidiary in its functional currency, which is bolivar. Any non-bolivar denominated monetary assets or liabilities are translated into bolivars at each balance sheet date using the exchange rate at which Coca-Cola FEMSA expects them to be settled, with the corresponding effect of such translation being recorded in the income statement. See 3.4 below. As of December 31, 2016 Coca-Cola FEMSA had U.S. $629 million in monetary liabilities recorded using DIPRO (Divisa Protegida) exchange rate at 10 bolivars per U.S. dollar, mainly because as of that date Coca-Cola FEMSA belived it continued to qualify for that rate to pay for the import of various products into Venezuela, and its ability to renegotiate with their main suppliers, if necessary, the settlement of such liabilities in bolivars. In addition, Coca-Cola FEMSA has U.S. $104 million recorded at DICOM (Divisas Complementarias) exchange rate at 673.76 bolivars per U.S. dollar. Step-two.- In order to integrate the results of the Venezuelan operations into the consolidated figures of Coca-Cola FEMSA, such Venezuelan results are translated from Venezuelan bolivars into Mexican pesos. In December 2017, Coca-Cola FEMSA translated the Venezuela entity figures at an exchange rate of 22,793 bolivars per U.S. dollar, as such exchange rate better represents the economic conditions in Venezuela. Coca-Cola FEMSA considers that this exchange rate provides more useful and relevant information with respect to Venezuela’s financial position, financial performance and cash flows. On January 30, 2018, a new auction of the DICOM celebrated by Venezuela’s government resulted on an estimated exchange rate of 25,000 bolivar per U.S. dollar. 25 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 those 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 hyperinflationary economic environment using the consumer price index of each country (CPI). As disclosed in Note 3.3, Coca-Cola FEMSA deconsolidated its operations in Venezuela. Consequently, there will not be financial impacts associated to inflation adjustments in future financial statements, however, Coca-Cola FEMSA’s Venezuelan subsidiary will continue operating. As of December 31, 2017, 2016, and 2015, the operations of the Company are classified as follows: Country Mexico Guatemala Costa Rica Panama Colombia Nicaragua Argentina (a) Venezuela Brazil Philippines Euro Zone Chile Peru Ecuador Cumulative Inflation 2015- 2017 12.7% 13.5% 2.5% 2.3% 17.5% 12.3% 101.5% 30,690.0% 21.1% 7.5% 2.72% 9.67% 9.28% 30.34% Type of Economy Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Cumulative Inflation 2014- 2016 9.9% 10.6% 5.1% 2.8% 17.0% 13.1% 99.7% 2,263.0% 25.2% 5.7% 1.2% 12.2% 11.2% 8.4% Type of Economy Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Non-hyperinflationary Cumulative Inflation 2013- 2015 Type of Economy 10.5% Non-hyperinflationary 10.8% Non-hyperinflationary 8.1% Non-hyperinflationary 5.1% Non-hyperinflationary 12.8% Non-hyperinflationary 15.8% Non-hyperinflationary 59.2% Non-hyperinflationary 562.9% Hyperinflationary 24.7% Non-hyperinflationary 8.3% Non-hyperinflationary 0.9% Non-hyperinflationary 12.5% Non-hyperinflationary 10.8% Non-hyperinflationary 10.0% Non-hyperinflationary a) Argentina As of December 2017 and 2016 there are multiple inflation indices (including combination of indices in the case of CPI) or certain months without official available information in the case of National Wholesale Price Index (WPI), as follows: i) CPI for the City and Greater Buenos Aires Area (New CPI-CGBA), for which the IMF noted improvements in quality, this new consumer price index will only be provided for periods after April 2016 and does not provide national coverage. ii) “Coeficiente de Estabilización de Referencia” (CER or Reference Stabilization Ratio) to calculate the three-year cumulative inflation rate in Argentina, the CER is used by the government of Argentina to adjust the rate they pay on certain adjustable rate bonds they issue. At April 30, 2017, the three-year cumulative inflation rate based on CER data is estimated to be approximately 95.5%. iii) WPI with a cumulative inflation for three years of 92.2% at November 2016 but not including information for November and December 2015 since it was not published by the National Bureau of Statistics of Argentina (INDEC). The WPI has historically been viewed as the most relevant inflation measure for companies by practitioners in Argentina. As a result of the existence of multiple inflation indices, the Company believes it necessitates an increased level of judgment in determining whether the economy of Argentina should be considered highly inflationary. The Company believes that general market sentiment is that on the basis of the quantitative and qualitative indicators in IAS 29, the economy of Argentina should not be considered as hyperinflationary as of December 31, 2017. However, it is possible that certain market participants and regulators could have varying views on this topic both during 2017 and as Argentina’s economy continues to evolve in 2018. The Company will continue to carefully monitor the situation and make appropriate changes if and when necessary. 26 3.5 Cash and cash equivalents and restricted cash Cash is measured at nominal value and consists of non-interest bearing bank deposits. Cash equivalents consist principally of short- term bank deposits and fixed rate investments, both with maturities of three months or less at the acquisition date and are recorded at acquisition cost plus interest income not yet received, which is similar to market prices. The Company also maintains restricted cash held as collateral to meet certain contractual obligations (see Note 9.2). Restricted cash is presented within other current financial assets given that the restrictions are short-term in nature. 3.6 Financial assets Financial assets are classified into the following specified categories: “fair value through profit or loss (FVTPL),” “held-to-maturity investments,” “available-for-sale” and “loans and receivables” or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The classification depends on the nature and purpose of holding the financial assets and is determined at the time of initial recognition. When a financial asset is recognized initially, the Company measures it at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company’s financial assets include cash, cash equivalents and restricted cash, investments with maturities of greater than three months, loans and receivables, derivative financial instruments and other financial assets. 3.6.1 Effective interest rate method (EIR) 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 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 Financial assets at fair value through profit or loss (FVTPL) Financial assets at fair value through profit or loss (FVTPL) include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39 Financial Instruments: Recogntion and Measurement. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as finance costs (negative net changes in fair value) or finance income (positive net changes in fair value) in the statement of profit or loss. 3.6.4 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, 2016 and 2015 the interest income on loans and receivables recognized in the interest income line item within the consolidated income statements is Ps. 41 and Ps. 53, respectively. 3.6.5 Other financial assets Other financial assets include long term accounts receivable, derivative financial instruments and recoverable contingencies acquired from business combinations. Long term accounts receivable with a stated term are measured at amortized cost using the effective interest method, less any impairment. 27 3.6.6 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 to the allowance account. Changes in the carrying amount of the allowance account are recognized in consolidated net income. 3.6.7 Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when: • The rights to receive cash flows from the financial asset have expired, or • The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. 3.6.8 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 otherwise 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 to cover 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. 28 3.7.1.1 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. 3.7.1.2 Fair value hedges For hedged ítems carried at fair value, 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, change in the fair value of the effective portion of the hedge is recognized first as an adjustment to the carrying value of the hedged item and then 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. 3.7.2 Hedge of net investment in a foreign business The Company applies hedge accounting to foreign currency differences arising between the functional currency of its investments abroad and the functional currency of the holding (Mexican peso), regardless of whether the net investment is held directly or through a sub-holding. Differences in foreign currency that arise in the conversion of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in other comprehensive income in the exchange differences on the translation of foreign operations and associates caption , to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognized as market value gain or loss on financial instruments within the consolidated income statements. When part of the hedge of a net investment is disposed, the corresponding accumulated foreign currency translation effect is recognized as part of the gain or loss on disposal within the consolidated income statement. 3.8 Fair value measurement The Company measures financial instruments, such as derivatives, and certain 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. 29 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. 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, retail method (a method to estimate the average cost) in FEMSA Comercio – Retail Division and FEMSA Comercio – Health Division; and acquisition method in FEMSA Comercio – Fuel Division, except for the distribution centers which are valued with average cost method. Cost of goods sold 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 and inspection; expenses related to the purchase of goods and services used in the sale process of the Company´s products and expenses related to the purchase of gasoline, diesel and all engine lubricants used in the sale process of the Company. 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 product promotion 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, respectively. The Company has prepaid advertising costs which consist of television and radio advertising airtime 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 income statement 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, 2017, 2016 and 2015, such amortization aggregated to Ps. 759, Ps. 582 and Ps. 317, 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 initially recognized at cost, which comprises the investment’s purchase price and any directly attributable expenditure necessary to acquire it. The carrying amount of the investment is adjusted to recognize changes in the Company’s shareholding of the associate since the acquisition date. The financial statements of the associates are prepared for the same reporting period as the Company. 30 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 advances, 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 to make payments on behalf of the associate. Goodwill identified at the acquisition date is presented as part of the investment in shares of the associate in the consolidated statement of financial position. Any goodwill arising on the acquisition of the Company’s interest in an associate is measured in accordance with the Company’s accounting policy for goodwill arising in a business combination, see Note 3.2. After application of the equity method, the Company determines whether it is necessary to recognize an additional impairment loss on its investment in its associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and recognizes the amount in the share of the profit or loss of associates and joint ventures accounted for using the equity method in the consolidated income statements. If an investment interest is reduced, but continues to be classified as an associate, the Company reclassifies to profits or losses the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to the reduction in ownership interest if the gain or loss would be required to be reclassified to consolidated net income on the disposal of the related investment. The Company reclassifies in each case proportionate to the interest disposed of recognized in other comprehensive income: i) foreign exchange differences, ii) accumulated hedging gains and losses, iii) any other amount previously recognized that would had been recognized in net income if the associate had directly disposed of the asset to which it relates. Upon loss of significant influence over the associate, the Company measures and recognizes any retained investment at its fair value. 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, 2017 and 2016 the Company does not have an interest in joint operations. If an investment interest is reduced, but continues to be classified as joint arrangement, the Company reclassifies to profits or losses the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to the reduction in ownership interest if the gain or loss would be required to be reclassified to consolidated net income on the partial disposal of the related investment. The Company reclassifies the proportion to the interest disposed of in joint ventures investment interest reduction as described in Note 3.11.1. During the years ended December 31, 2017 and 2016 the Company does not have a significat disposal or partial disposal in joint arrangements. Upon loss of joint control over the joint venture, the Company measures and recognizes any retained investment at its fair value. 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 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, if material. 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 ready for the purpose that they were bought, built or developed. The Company expects to complete those investments during the following 12 months. 31 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 25-50 10-20 7-15 5-7 1.5-4 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 income statement. Returnable and non-returnable bottles: Coca-Cola FEMSA has two types of bottles: returnable and non-returnable. • Non returnable: Are recorded in consolidated income statement at the time of the sale of the product. • 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, 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, and still belong to Coca-Cola FEMSA. Returnable bottles that have been placed in the hands of customers are subject to an agreement with a retailer pursuant to which Coca-Cola FEMSA retains ownership. These bottles are monitored by sales personnel during periodic visits to retailers and Coca-Cola FEMSA has the right to charge any breakage identified to the retailer. Bottles that are not subject to such agreements are expensed when placed in the hands of retailers. Coca-Cola FEMSA’s returnable bottles are depreciated according to their estimated useful lives (3 years for glass bottles and 1.5 years for PET bottles). Deposits received from customers are amortized over the same useful estimated lives of the bottles. 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 income statement in the period in which they are incurred. 32 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. Expenditures 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 may exceed 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. Additionally, the Company´s intangible assets with an indefinite life also consist of FEMSA Comercio – Health Division´s trademark rights which consist of standalone beauty store retail banners, pharmaceutical distribution to third-party clients and the production of generic and bioequivalent pharmaceuticals. As of December 31, 2017, Coca-Cola FEMSA had ten bottler agreements in Mexico: (i) the agreements for the Valley of Mexico territory, which are up for renewal in May 2018 and June 2023, (ii) the agreement for the Southeast territory, which is up for renewal in June 2023, (iii) three agreements for the Central territory, which are up for renewal in May 2018 (two agreements), and May 2025, (iv) the agreement for the Northeast territory, which is up for renewal in May 2018, and (v) two agreements for the Bajio territory, which are up for renewal in May 2018 and May 2025. As of December 31, 2017, Coca-Cola FEMSA had nine bottler agreements in Brazil, which are up for renewal in May 2018 (seven agreements) and April 2024 (two agreements); and one bottler agreement in each of Argentina which is up for renewal in September 2024; Colombia which is up for renewal in June 2024; Venezuela which is up for renewal in August 2026; Guatemala which is up for renewal in March 2025; Costa Rica which is up for renewal in September 2027; Nicaragua which is up for renewal in May 2026; Panama which is up for renewal in November 2024; and Philippines which is up for renewal in December 2022. The bottler agreements are automatically renewable for ten-year terms, subject to the right of either party to give prior notice that it does not wish to renew a specific agreement. 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. 33 3.16 Impairment of long-lived assets At the end of each reporting period, the Company reviews the carrying amounts of its long-lived 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 the purpose of impairment testing goodwill acquired in a business combination, from the acquisition date, is allocated to each of the group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. 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 related CGU might exceed its recoverable amount. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted, as discussed in Note 2.3.1.1. 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 the conditions leading to an impairment loss no longer exist, it is subsequently reversed, that is, 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, 2017 and December 31, 2015, the Company recognized impairment loss of Ps. 2,063 and Ps. 134, respectively (see Note 19). 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. 34 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´s 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, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated income statements. 3.19 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. 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. 35 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 effects 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 decrease 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. 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 for 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. 3.21 Revenue recognition Sales of all of the Company products (including retail consumer goods, fuel and others) are recognized as revenue upon delivery to the customer, and once all the following conditions are satisfied: • The Company has transferred to the buyer the significant risks and rewards of ownership of the goods; • The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • The amount of revenue can be measured reliably; • It is probable that the economic benefits associated with the transaction will flow to the Company; and • The costs incurred or to be incurred in respect of the transaction can be measured reliably. All of the above conditions are typically met at the point in time that goods are delivered to the customer at the customers’ facilities. Net sales reflect units delivered at list prices reduced by promotional allowances, discounts and the amortization of the agreements with customers to obtain the rights to sell and promote the Company’s products. Rendering of services and other Revenue arising from logistic transportation, maintenance services and packing of raw materials are recognized in the revenues caption in the consolidated income statement. The Company recognized these transactions as revenues based upon the stage of completion of the transaction at the end of the reporting period 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; c) The stage of completion of the transaction at the end of the period can be measured reliably; and d) The cost incurred for the transaction and the costs to complete the transaction can be measured realiably. 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. 36 For all financial instruments measured at amortized cost and interest bearing financial assets classified as held to maturity, 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, 2017, 2016 and 2015, these distribution costs amounted to Ps. 25,041, Ps. 20,250 and Ps. 20,205, respectively; • Sales: labor costs (salaries and other benefits, including PTU) and sales commissions paid to sales personnel; and • Marketing: promotional expenses and advertising costs. PTU is paid by the Company’s Mexican subsidiaries to its eligible employees. In Mexico, employee profit sharing is computed at the rate of 10% of the individual company taxable income. PTU in Mexico is 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. 3.23 Income taxes Income tax expense represents the sum of the tax currently payable and deferred tax. Income taxes are charged to consolidated income statements 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, including tax loss carryforwards and certain tax credits, to the extent that it is probable that future taxable profits, reversal of existing taxable temporary differences and future tax planning strategies will be available against which those deductible temporary differences can be utilized. 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. In the case of Brazil, where certain goodwill amounts are at times deductible for tax purposes, the Company recognizes in connection with the acquisition accounting a deferred tax asset for the tax effect of the excess of the tax basis over the related carrying value. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. 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. Deferred tax relating to items recognized in the other comprehensive income are recognized in correlation to the underlying transaction in OCI. 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 is 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. 37 In Mexico, the income tax rate is 30% for 2017, 2016 and 2015, and it will remain at 30% for the following years. 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 the 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 income statements 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 in additional paid-in capital. Note 4. Mergers, Acquisitions and Disposals 4.1 Mergers and acquisitions The Company has consummated certain mergers and acquisitions during 2017 and 2016; which 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, 2017, 2016 and 2015 show the cash outflow and inflow for the merged and acquired operations net of the cash acquired related to those mergers and acquisitions. 4.1.1 Acquisition of Philippines In January 25, 2013, Coca-Cola FEMSA acquired a 51.0% non-controlling majority stake in CCFPI from The Coca-Cola Company. As mentioned in Note 20.7, Coca-Cola FEMSA has a call option to acquire the remaining 49.0% stake in CCFPI at any time during the seven years following the closing date. Coca-Cola FEMSA also has a put option to sell its ownership in CCFPI to The Coca-Cola Company commencing on the fifth anniversary of the closing date and ending on the sixth anniversary of the closing date. Pursuant to the Company’s shareholders’ agreement with The Coca-Cola Company, during a four-year period that ended on January 25, 2017, all decisions relating to CCFPI were approved jointly with The Coca-Cola Company. Since January 25, 2017, Coca-Cola FEMSA controls CCFPI’s as all decisions relating to the day-to-day operation and management of CCFPI’s business, including its annual normal operations plan, are approved by a majority of its board of directors without requiring the affirmative vote of any director appointed by The Coca-Cola Company. The Coca-Cola Company has the right to appoint (and may remove) CCFPI’s Chief Financial Officer. Coca-Cola FEMSA has the right to appoint (and may remove) the Chief Executive Officer and all other officers of CCFPI. Commencing on February 1, 2017, Coca-Cola FEMSA started consolidating CCFPI’s financial results. 38 Coca-Cola FEMSA’s fair value of CCFPI net assets acquired to the date of acquisition (February 2017) is as follows: Total current assets Total non-current assets Distribution rights Total assets Total liabilities Net assets acquired Net assets acquired attributable to the parent company (51%) Non-controlling interest Fair value of the equity interest at the acquisition date Carrying value of CCFPI investment derecognized Loss as a result of remeasuring to fair value the equity interest Gain on derecognition of other comprehensive income Total profit from remeasurement of previously equity interest 2017 Final Purchase Price Allocation Ps. Ps. 9,645 18,909 4,144 32,698 (10,101) 22,597 11,524 (11,072) 22,109 11,690 166 2,996 2,830 During 2017, the accumulated effect corresponding to translation adjustments recorded in the other comprehensive income for an amount of Ps. 2,996 was recognized in the income statement as a result of taking control over CCFPI. Coca-Cola FEMSA’s selected income statement information of Philippines for the period from the acquisition date through December 31, 2017 is as follows: Income Statement Total revenues Income before income taxes Net income 2017 Ps. 20,524 1,265 896 Ps. 4.1.2 Acquisition of Vonpar On December 6, 2016, Coca-Cola FEMSA through its Brazilian subsidiary Spal Industria Brasileira de Bebidas, S.A. completed the acquisition of 100% of Vonpar S.A. (herein “Vonpar”) for a consideration transferred of Ps. 20,992. Vonpar was a bottler of Coca-Cola trademark products which operated mainly in Rio Grande do Sul and Santa Catarina, Brazil. This acquisition was made to reinforce the Company’s leadership position in Brazil. Of the purchase price of approximately Ps. 20,992 (R$ 3,508), Spal paid an amount of approximately Ps. 10,370 (R$ 1,730) in cash on December 6, 2016. On the same date Spal additionally paid Ps. 4,124 (R$ 688) in cash, of which in a subsequent and separate transaction the sellers committed to capitalize for an amount of Ps. 4,082 into Coca-Cola FEMSA in exchange for approximately 27.9 million KOF series L shares at an implicit value of Ps. 146.27. In May 4, 2017 Coca-Cola FEMSA merged with POA Eagle, S.A. de C.V., a Mexican company 100% owned by the sellers of Vonpar in Brazil, as per the announcement made on September 23, 2016. As a result of this merger, POA Eagle, S.A. de C.V. shareholders received approximately 27.9 million newly issued KOF series L shares. POA Eagle, S.A. de C.V. merged its net assets, principally cash for an amount of $4,082 million Mexican Pesos with Coca-Cola FEMSA. At closing, Spal issued and delivered a three-year promissory note to the sellers, for the remaining balance of R$ 1,090 million Brazilian reais (approximately Ps. 6,534 million as of December 6, 2016). The promissory note bears interest at an annual rate of 0.375%, and is denominated and payable in Brazilian reais. The promissory note is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. The holders of the promissory note have an option, that may be exercised prior to the scheduled maturity of the promissory note, to capitalize the Mexican peso amount equivalent to the amount payable under the promissory note into a recently incorporated Mexican company which would then be merged into Coca-Cola FEMSA in exchange for Series L shares at a strike price of Ps. 178.5 per share. Such capitalization and issuance of new Series L shares is subject to Coca-Cola FEMSA having a sufficient number of Series L shares available for issuance. As of December 6, 2016, the fair value of KOF series L (KL) shares was Ps. 128.88 per share, in addition the KL shares have not been issued, consequently as a result of this subsequent transaction an embedded financial instrument was originated and recorded into equity for an amount of Ps. 485. In accordance with IAS 32, in the consolidated financial statements the purchase price was also adjusted to recognize the fair value of the embedded derivative arising from the difference between the implicit value of KL shares and the fair value at acquisition date. Transaction related costs of Ps. 35 were expensed by Spal as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Results of operation of Vonpar have been included in the Company’s consolidated income statements from the acquisition date. 39 Coca-Cola FEMSA’s allocation of the purchase price to fair values of Vonpar’s net assets acquired and the reconciliation of cash flows is as follows: Total current assets (including cash acquired of Ps. 1,287) Total non-current assets Distribution rights Net assets acquired Goodwill Total consideration transferred Amount to be paid through Promissory Notes Cash acquired of Vonpar Amount recognized as embedded financial instrument Net cash paid 2017 Final Purchase Price Allocation Ps. 2,492 1,910 14,793 19,325 2,152 (1) 21,478 (6,992) (1,287) 485 Ps. 13,198 (1) As a result of the purchase price allocation which was finalized in 2017, additional fair value adjustments from those recognized in 2016 have been recognized as follows: total current assets amounted to Ps. (1,898), total non-current assets amounted to Ps. (8,945), distribution rights of Ps. 5,191 and goodwill of Ps. (5,559). Coca-Cola FEMSA expects to recover the amount recorded as goodwill through synergies related to the available production capacity. Goodwill has been preliminary 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. 1,667. Selected income statement information of Vonpar for the period from the acquisition date through to December 31, 2016 is as follows: Income Statement Total revenues Income before income taxes Net income 2016 1,628 380 252 Ps. Ps. 4.1.3 Acquisition of Grupo Socofar On September 30, 2015, FEMSA Comercio – Health Division completed the acquisition of 60% of Grupo Socofar. Grupo Socofar is an operator of pharmacies in South America which operated, directly and through franchises, 643 pharmacies and 154 beauty supply stores in Chile, and over 150 pharmacies in Colombia. Grupo Socofar was acquired for Ps. 7,685 in an all cash transaction. Transaction related costs of Ps. 116 were expensed by FEMSA Comercio – Health Division as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. Socofar was included in operating results from the closing in September 2015. The fair value of Grupo Socofar’s net assets acquired is as follows: Total current assets (including cash acquired of Ps. 795) Total non-current assets Trademark rights Total assets Total liabilities Net assets acquired Goodwill Non-controlling interest (2) Total consideration transferred 2016 Final Purchase Price Allocation Ps. 10,499 4,240 3,033 17,772 (12,564) 5,208 4,559 (1) (2,082) Ps. 7,685 (1) As a result of the purchase price allocation which was finalized in 2016, additional fair value adjustments from those recognized in 2015 have been recognized as follow: property, plant and equipment amounted of Ps. 197, trademark rights amounted of Ps. 3,033, other intangible assets with finite live amounted of Ps. 163 and deferred tax liabilities amounted of Ps. 1,009. (2) Measured at the proportionate share of the acquiree’s identifiable net assets. 40 FEMSA Comercio – Health Division expects to recover the amount recorded as goodwill through synergies related to the implementation of successful practices from its existing Mexican operations such as speed and quality in execution of the customer’s value proposition and growth. Goodwill has been allocated to FEMSA Comercio Health Division cash generating units in South America (see Note 12). Selected income statement information of Socofar for the period from the acquisition date through December 31, 2015 is as follows: Income Statement Total revenues Income before income taxes Net income 2015 7,583 394 354 Ps. Ps. FEMSA Comercio – Health Division entered into option transactions regarding the remaining 40% non-controlling interest not held by FEMSA Comercio – Health Division. The former controlling shareholders of Socofar may be able to put some or all of that interest to FEMSA Comercio – Health Division beginning (i) 42-months after the initial acquisition, upon the occurrence of certain events and (ii) 60 months after the initial acquisition, in any event, FEMSA Comercio – Health Division can call the remaining 40% non-controlling interest beginning on the seventh anniversary of the initial acquisition date. Both of these options would be exercisable at the then fair value of the interest and shall remain indefinitely. 4.1.4 Other acquisitions During 2016, the Company completed a number of smaller acquisitions which in the aggregate amounted to Ps. 5,612. These acquisitions were primarily related to the following: (1) acquisition of 100% of Farmacias Acuña, a drugstore operator in Bogota, Colombia; at the acquisition date, Farmacias Acuña operated 51 drugstores.; (2) acquisition of an additional 50% of Specialty’s Café and Bakery Inc. shares, a small coffee and bakery restaurant (“Specialty’s”), reaching an 80% of ownership, with 56 stores in California, Washington and Illinois in the United States; (3) acquisition of 100% of Comercial Big John Limitada “Big John”, an operator of small-box retail format stores located in Santiago, Chile; at the acquisition date, Big John operated 49 stores; (4) acquisition of 100% of Operadora de Farmacias Generix, S.A.P.I. de C.V., a regional drugstore operator in Guadalajara, Guanajuato, Mexico City and Queretaro in Mexico; at the acquisition date, Farmacias Generix operated 70 drugstores and one distribution center; (5) acquisition of 100% of Grupo Torrey (which consist in many companies constituted as S.A. de C.V.), a Mexican company with 47 years of know-how in operation in the manufacture of equipment for the processing, conservation and weighing of foods, with corporate offices in Monterrey, Mexico and (6) acquisition of 80% of Open Market, a specialized company in providing end-to-end integral logistics solutions to the local and international companies which operate in Colombia. Transactions related costs in the aggregate amounted of Ps. 46 were expensed as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. The fair value of other acquisitions’ net assets acquired in the aggregate is as follows: Total current assets (including cash acquired of Ps. 211) Total non-current assets Total assets Total liabilities Net assets acquired Goodwill Non-controling interest (1) Equity interest held previously Total consideration transferred Final Purchase Price Allocation Ps. Ps. 1,125 3,316 4,441 (2,062) 2,379 3,204 (2) 35 369 5,618 (1) In the case of the acquisition of Specialty’s the non-controlling interest was measured at fair value at the acquisition date, and for Open Market the non-controlling interest was recognized at the proportionate share of the net assets acquired. (2) As a result of the purchase price allocation which was finalized in 2017, additional fair value adjustments from those recognized in 2016 have been recognized as follow: property, plant and equipment of Ps. 32, trademark rights of Ps. 836, other intangible assets of Ps. 983, and other liabilitesof Ps. 593. During 2016, FEMSA Comercio has been allocated goodwill in the acquisitions in FEMSA Comercio – Retail Division in Chile and FEMSA Comercio – Health Division in Mexico and Colombia, to each one respectively. FEMSA Comercio expects to recover the amount recorded through synergies related to the adoption of the Company’s economic current value proposition, the ability to apply the successful operational processes and expansion planning designed for each unit. Other companies dedicated to the production, distribution of coolers and logistic transportation services have been allocated goodwill of Grupo Torrey and Open Market, respectively in Mexico and Colombia. The companies dedicated to the production and distribution expect to recover the goodwill through synergies related to operative improvements; in the case of logistic transportation services, through the know how of specialized skills to attend pharmaceutical market and increasing new customers in the countries where the company operates. 41 Selected income statement information of other acquisitions in the aggregate amount for the period from the acquisition date through December 31, 2016 is as follows: Income Statement Total revenues Income before income taxes Net income 2016 2,400 (66) (80) Ps. Ps. The former controlling shareholders of Open Market retain a put for their remaining 20% non-controlling interest that can be exercised (i) at any time after the acquisition date upon the occurrence of certain events and (ii) annually from January through April, after the third anniversary of the acquisition date. In any event, the Company through one of its subsidiaries can call the remaining 20% non- controlling interest annually from January through April, after the fifth anniversary of the acquisition date. Both options would be exercisable at the then fair value of the interest and shall remain indefinitely. Given that these options are exercisable at the then fair value on exercise date, their value is not significant at the acquisition date and at December 31, 2017. During 2015, the Company completed smaller acquisitions and mergers which in the aggregate amounted to Ps. 5,892. These acquisitions and mergers were primarily related to the following: acquisition of 100% Farmacias Farmacon, a regional drugstore operator in the western Mexican states of Sinaloa, Sonora, Baja California and Baja California Sur with headquarters in the city of Culiacan, Sinaloa, at the acquisition date Farmacias Farmacon operated 215 stores; merger of 100% of PEMEX franchises in which FEMSA Comercio – Fuel Division has been providing operational and administrative services for gasoline service stations through agreements with third parties, using the commercial brand name “OXXO GAS”, at the acquisition date there were 227 OXXO GAS stations; acquisition of 100% of “Zimag”, supplier of logistics services in Mexico, with experience in warehousing, distribution and value added services over twelve cities in Mexico mainly in Mexico City, Monterrey, Guanajuato, Chihuahua, Merida and Tijuana; acquisition of 100% of Atlas Transportes e Logistica, supplier of logistics services in Brazil, with experience in the service industry breakbulk logistics with a network of 49 operative centers and over 1,200 freight units through all regions in Brazil. Transactions related costs in the aggregate amounted of Ps. 39 were expensed as incurred, and recorded as a component of administrative expenses in the accompanying consolidated income statements. The fair value of other acquisitions’ net assets acquired in the aggregate is as follows: Total current assets (including cash acquired of Ps. 71) Total non-current assets Total assets Total liabilities Net assets acquired Goodwill Total consideration transferred Final Purchase Price Allocation Ps. Ps. 1,683 2,319 4,002 (2,955) 1,047 5,027(1) 6,074 (1) As a result of the purchase price allocation which was finalized in 2016, additional fair value adjustments from those recognized in 2015 have been recognized as follow: property, plant and equipment amounted of Ps. 130, trademark rights amounted of Ps. 453 and other liabilities amounted of Ps. 1,202. FEMSA Comercio – Health Division and the logistic services business expect to recover the amount recorded as goodwill through synergies related to the ability to apply the operational processes of these business units. Farmacias Farmacon goodwill have been allocated to FEMSA Comercio – Health Division cash generating unit in Mexico and merger of PEMEX franchises goodwill have been allocated to FEMSA Comercio – Fuel Division cash generating unit in Mexico. Zimag and Atlas Transportes e Logistica goodwill have been allocated into logistic services business’s cash generating unit in Mexico and Brazil, respectively. Selected income statement information of these acquisitions for the period from the acquisition date through December 31, 2015 is as follows: Income Statement Total revenues Income before income taxes Net income 42 2015 Ps. 20,262 176 120 Ps. 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 Coca-Cola FEMSA Philippines as if this acquisition has occurred on January 1, 2017; and (ii) certain accounting adjustments mainly related to the pro forma depreciation of fixed assets of the acquired company. Unaudited pro forma financial data for the acquisition included, is as follow. 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, 2017 Ps. 462,112 39,917 37,311 2.12 2.65 Ps. The following unaudited consolidated pro forma financial data represent the Company’s historical financial statements, adjusted to give effect to (i) the acquisition of Vonpar, Farmacias Acuña, Specialty´s, Big John, Farmacias Generix, Grupo Torrey and Open Market as if these acquisitions have occurred on January 1, 2016; 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 acquisitions and merger included, are as follow. 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, 2016 Ps. 410,831 29,950 28,110 1.08 1.35 Ps. Below are unaudited consolidated pro forma data of the acquisitions made on 2015 as if Grupo Socofar, Farmacias Farmacon, Zimag, Atlas Transportes e Logística and merger of PEMEX franchises were acquired on January 1, 2015: 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, 2015 Ps. 340,600 27,485 25,004 0.97 1.21 Ps. 4.2. Disposal During 2017, the Company sold a portion of its investment in Heineken, representing 5.2% of economic interest for Ps. 53,051 in an all cash transaction. With this transaction the Company took advantage of a Repatriation of Capital Decree issued by the Mexican government which was valid from January 19 until October 19, 2017; through this decree, a fiscal benefit was attributed to the Company due to repatriated resources obtained from the sale of shares. The Company recognized a gain of Ps. 29,989, as a result of the 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. The gain is net of transaction related costs of Ps. 160 and includes reclassification from other comprehensive income of exchange differences on translation which amount to Ps. 6,632. Also, the Company reclassified from other comprehensive income to consolidated net income a total loss of Ps. 2,431, relating to the Company’s share of hedging reserve and translation reserve of Heineken atrributable to the portion of shares sold. None of the Company’s other disposals was individually significant (see Note 19). 43 Note 5. Cash and Cash Equivalents For the purposes of the statement of cash flows, the cash ítem includes cash on hand and in bank deposits and cash equivalents, which are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, with a maturity date of three months or less at their acquisition date. Cash and cash equivalents at the end of the reporting period as shown in the consolidated statements of financial position and cash flows is comprised of the following: Cash and bank balances Cash equivalents (see Note 3.5) December 31, 2017 Ps. Ps. 73,774 23,170 96,944 December 31, 2016 Ps. 18,140 25,497 Ps. 43,637 As explained in Note 3.3, Venezuela subsidiary was deconsolidated. At December 31, 2017, cash and cash equivalent balances of the Company’s Venezuela subsidiary were Ps.170. Note 6. Investments As of December 31, 2017 and 2016 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) Government debt securities Acquisition cost Accrued interest Amortized cost Corporate debt securities Acquisition cost Accrued interest Amortized cost Total investments (1) Denominated in dollars at a fixed interest rate. Note 7. Accounts Receivable, Net Trade receivables Allowance for doubtful accounts The Coca-Cola Company (see Note 14) Loans to employees Other related parties Heineken (see Note 14) Former shareholders of Vonpar (see Note 14) Others Ps. Ps. 2017 1,934 - 1,934 222 4 226 Ps. 2,160 Ps. 2016 - - - 118 2 120 120 December 31, 2017 Ps. Ps. 26,856 (1,375) 2,054 128 - 999 1,219 2,435 32,316 December 31, 2016 Ps. 22,177 (1,193) 1,857 229 254 1,041 - 1,857 Ps. 26,222 7.1 Trade receivables Trade receivables 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, 2017 and 2016. 44 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 Addition from business combinations Effects of changes in foreign exchange rates Venezuela deconsolidation effect Ending balance December 31, 2017 December 31, 2016 Ps. Ps. Ps. Ps. 599 269 1,206 2,074 2016 849 467 (418) 94 201 - 1,193 Ps. Ps. 610 216 1,539 2,365 2015 456 167 (99) 401 (76) - 849 Ps. Ps. 2017 Ps. 1,193 530 (400) 86 (32) (2) Ps. 1,375 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 disperse. 7.3 Receivable 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 carrying amount of refrigeration equipment and returnable bottles items. For the years ended December 31, 2017, 2016 and 2015 contributions due were Ps. 4,023, Ps. 4,518 and Ps. 3,749, respectively. Note 8. Inventories Finished products Raw materials Spare parts Work in process Inventories in transit Other December 31, 2017 December 31, 2016 Ps. Ps. 25,374 5,194 2,102 198 1,437 535 34,840 Ps. 22,709 5,156 2,401 144 1,188 334 Ps. 31,932 For the years ended at 2017, 2016 and 2015, the Company recognized write-downs of its inventories for Ps. 308, Ps. 1,832 and Ps. 1,290 to net realizable value, respectively. For the years ended at 2017, 2016 and 2015, 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 2017 2016 2015 Ps. 196,547 85,568 Ps. 282,115 Ps. 172,554 63,285 Ps. 235,839 Ps. 132,835 53,514 Ps. 186,349 45 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, 2017 and 2016 are as follows: Advances for inventories Advertising and promotional expenses paid in advance Advances to service suppliers Prepaid leases Prepaid insurance Others December 31, 2017 December 31, 2016 Ps. Ps. 2,425 192 224 47 2,888 Ps. Ps. 3,784 179 112 34 4,109 December 31, 2017 December 31, 2016 Ps. Ps. 1,260 370 268 218 103 206 2,425 Ps. Ps. 2,734 171 466 164 104 145 3,784 Advertising and promotional expenses recorded in the consolidated income statement for the years ended December 31, 2017, 2016 and 2015 amounted to Ps. 6,236, Ps. 6,578 and Ps. 4,613, respectively. 9.2 Other current financial assets Restricted cash Derivative financial instruments (see Note 20) Short term note receivable (1) December 31, 2017 December 31, 2016 Ps. Ps. 504 233 19 756 Ps. Ps. 774 1,917 14 2,705 (1) The carrying value approximates its fair value as of December 31, 2017 and 2016. The Company has pledged part of its cash in order to fulfill the collateral requirements for the accounts payable in different currencies. As of December 31, 2017 and 2016, the carrying of restricted cashpledged were: Venezuelan bolivars Brazilian reais Colombian pesos December 31, 2017 December 31, 2016 Ps. Ps. - 65 439 504 Ps. Ps. 183 73 518 774 During 2016 due to a jurisdictional order with the municipal sewage system services, the Colombian authorities withheld all the cash that Coca-Cola FEMSA has in the bank account, the total amount of which was reclassified as a restricted cash according with the Company’s accounting policy. 46 Note 10. Investments in Associates and Joint Ventures Details of the Company’s associates and joint ventures accounted for under the equity method at the end of the reporting period are as follows: Ownership Percentage Carrying Amount Investee Heineken (1) (2) Coca-Cola FEMSA: Joint ventures: Compañía Panameña de Bebidas, S.A.P.I. de C.V. Dispensadoras de Café, S.A.P.I. de C.V. Estancia Hidromineral Itabirito, L.T.D.A Coca-Cola FEMSA Philippines, Inc. (“CCFPI”) (4) Fountain Agua Mineral, L.T.D.A Associates: Promotora Industrial Azucarera, S.A. de C.V. (“PIASA”) Industria Envasadora de Queretaro, 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, L.T.D.A. Leao Alimentos e Bebidas, L.T.D.A. UBI 3 Participações Ltda (Ades) Other investments in Coca-Cola FEMSA’s companies FEMSA Comercio: Café del Pacifico, S.A.P.I. de C.V. (Caffenio) (1) Other investments (1) (3) Principal Activity Place of Incorporation December 31, December 31, December 31, December 31, 2017 2016 2017 2016 Beverages The Netherlands 14.8% 20.0% Ps. 83,720 Ps. 105,268 Beverages Services Bottling and distribution Bottling Panama Mexico 50.0% 50.0% Brazil Philippines - - 50.0% 50.0% 50.0% 51.0% 2,036 153 1,911 145 - - 96 11,460 Beverages Brazil 50.0% 50.0% 784 765 Sugar production Mexico 36.4% 36.4% 2,933 2,657 Canned bottling Mexico 26.5% 26.5% Recycling Mexico 35.0% 35.0% Beverages Beverages Beverages Beverages Mexico Brazil Brazil Brazil 26.3% 38.7% 24.7% 26.0% 26.3% 38.7% 27.7% - 177 121 1,560 117 3,001 391 177 100 1,574 126 3,282 - Various Various Various Various 228 64 Coffee Various Mexico 40.0% Various Various 40.0% Various 539 338 493 482 Ps. 96,098 Ps. 128,601 (1) Associate. (2) As of December 31, 2017 comprised of 8.63% of Heineken, N.V. and 12.26% of Heineken Holding, N.V., which represents an economic interest of 14.76% in Heineken Group and as of December 31, 2016, comprised of 12.53% of Heineken, N.V. and 14.94% of Heineken Holding, N.V., which represented 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. (3) Joint ventures. (4) See Note 4.1.2 As mentioned in Note 4, in December 2016, Coca-Cola FEMSA through its subsidiary Spal, completed the acquisition of 100% of Vonpar. As part of this acquisition Spal increased its equity interest by 3.36% in Leao Alimentos e Bebidas, LTDA. During 2017 the Coca-Cola FEMSA received dividends from Industria Envasadora de Queretaro, S.A. de C.V., and Promotora Mexicana de Embotelladores, S.A. de C.V. in the amount of Ps. 16 and Ps. 17, respectively. During 2017 Coca-Cola FEMSA made capital contributions to Compañía Panameña de Bebidas, S.A.P.I. de C.V. and Promotora Industrial Azucarera, S.A. de C.V. in the amounts of Ps. 349 and Ps. 182, respectively, and there were no changes in the ownership percentage as a result of capital contributions made by the other shareholders. On June 25, 2017, the Coca-Cola FEMSA through its Brazilian subsidiary Spal Industria Brasileria de Bebidas, S.A. sold 3.05% of their participation in Leao Alimentos e Bebidas, LTDA for an amount of Ps. 198. On March 28, 2017 as part of AdeS acquisition the Coca-Cola FEMSA acquired indirect participations in equity method investees in Brazil and Argentina for an aggregate amount of Ps. 587. During 2017, Itabirito marged with Spal this transaction did not generated any cash flow. As mentioned in Note 4, on December 6, 2016 the Coca-Cola FEMSA through its subsidiary Spal completed the acquisition of 100% of Vonpar. As part of acquisition Spal increase its equity interest by 3.36% in Leao Alimentos e Bebidas, LTDA. 47 During 2016 Coca-Cola FEMSA made capital contributions to Leao Alimentos e Bebidas, LTDA, Compañía Panameña de Bebidas, S.A.P.I. de C.V. and Promotora Industrial Azucarera, S.A. de C.V. in the amounts of Ps. 1,273, Ps. 419 and Ps. 376, respectively, there were no changes in the ownership percentage as a result of capital contributions made by the other shareholders. During 2016 Coca-Cola FEMSA received dividends from Industria Envasadora de Queretaro, S.A. de C.V., and Estancia Hidromineral Itabirito, LTDA in the amount of Ps. 5 and Ps. 190, respectively. As disclosed in Note 4.1.1, commencing on February 1, 2017, the Coca-Cola FEMSA started consolidating CCFPI’s financial results in its financial statements. 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. On September 18, 2017 the Company concluded the sale of a portion of its investment, representing 5.2% combined economic interest, consisting of 22,485,000 Heineken N.V. shares and 7,700,000 Heineken Holding N.V. shares at the price of €. 84.50 and €. 78.00 per share, respectively, (see Note 4.2). The Company recognized an equity income of Ps. 7,847, Ps. 6,342, and Ps. 5,879 net of taxes based on its economic interest in Heineken for the years ended December 31, 2017, 2016 and 2015, respectively. The economic interest for the year 2017 was 20% for the first eight months and 14.8% for the last four months and 20% for the years 2016 and 2015. The Company’s share of the net income attributable to equity holders of Heineken exclusive of amortization of adjustments amounted to Ps. 7,656 (€. 357 million), Ps. 6,430 (€. 308 million) and Ps. 6,567 (€. 378 million), for the years ended December 31, 2017, 2016 and 2015, respectively. Summarized financial information in respect of the associate Heineken accounted for under the equity method is set out below. December 31, 2017 December 31, 2016 Million of Peso Million of Euro Million of Peso Ps. 194,429 772,861 246,525 378,463 342,302 314,015 Ps. 499,818 423,764 Ps. 48,850 43,903 (26,524) Ps. 22,326 €. 8,248 32,786 10,458 16,055 14,521 13,321 €. 22,029 18,677 €. 2,153 1,935 (1,169) 984 €. Ps. 177,176 679,004 226,385 312,480 317,315 288,246 Ps. 427,019 370,563 35,636 31,558 (19,037) 16,599 Ps. Ps. Million of Euro €. 8,137 31,184 10,397 14,351 14,573 13,238 €. 20,838 18,083 €. 1,739 1,540 (929) 810 €. 19,989 881 13,525 660 Total current assets Total non-current assets Total current liabilities Total non-current liabilities Total equity Net income attributable to equity holders of Heineken Total revenue and other income Total cost and expenses Net income Net income attributable to equity holders of Heineken Other comprehensive income Total comprehensive income Total comprehensive income attributable to equity holders of Heineken 48 Reconciliation from the equity of the associate Heineken to the investment of the Company. Equity attributable to equity holders of Heineken Economic ownership percentage Investment in Heineken exclusive of goodwill and others adjustments Effects of fair value determined by Purchase Price Allocation Goodwill Investment in Heineken December 31, 2017 December 31, 2016 Million of Peso Million of Euro Million of Peso Ps. 314,018 14.76% €. 13,321 14.76% Ps. 288,090 20% Ps. 46,349 16,610 20,761 Ps. 83,720 €. 1,966 705 881 €. 3,552 Ps. 57,618 21,495 26,116 Ps. 105,229 Million of Euro €. 13,238 20% €. 2,648 988 1,200 €. 4,836 As of December 31, 2017 and 2016, the fair value of Company’s investment in Heineken N.V. Holding and Heineken N.V. represented by shares equivalent to 14.8% and 20% of its outstanding shares amounted to Ps. 141,693 (€. 6,011 million) and Ps. 173,857 (€. 7,989 million) based on quoted market prices of those dates. As of February 27, 2017, issuance date of these consolidated financial statements, fair value amounted to €. 5,938 million. During the years ended December 31, 2017, 2016 and 2015, the Company received dividends distributions from Heineken, amounting to Ps. 3,250, Ps. 3,263 and Ps. 2,343, respectively. For the years ended December 31, 2017, 2016 and 2015 the total net income corresponding to the immaterial associates of Coca-Cola FEMSA was Ps. 235, Ps. 31 and Ps. 185, respectively. For the years ended December 31, 2017, 2016 and 2015 the total net income (loss) corresponding to the immaterial joint ventures of Coca-Cola FEMSA was Ps. (175), Ps. 116 and Ps. (30), respectively. The Company’s share of other comprehensive income from equity investees, net of taxes for the year ended December 31, 2017, 2016 and 2015 are as follows: Items that may be reclassified to consolidated net income: Valuation of the effective portion of derivative financial instruments Exchange differences on translating foreign operations Total Items that may not be reclassified to consolidated net income in subsequent periods: Remeasurements of the net defined benefit liability 2017 2016 Ps. 252 (2,265) Ps. (2,013) Ps. Ps. 614 (2,842) (2,228) Ps. Ps. 2015 213 69 282 Ps. 69 Ps. (1,004) Ps. 169 49 Note 11. Property, Plant and Equipment, Net Cost Land Buildings Machinery and Equipment Refrigeration Equipment Returnable Bottles Investments in Fixed Assets in Progress Leasehold Improvements Other Total Cost as of January 1, 2015 Additions Additions from business acquisitions Transfer of completed projects in progress Transfer (to)/from assets Ps. 7,211 675 30 59 Ps. Ps. 15,791 Ps. 1,688 251 1,289 50,519 5,122 870 3,251 - (56) - (219) (10) (2,694) 12,466 851 - 1,168 - (972) Ps. 9,402 1,655 - 662 - (103) Ps. 7,872 6,942 - (8,143) Ps. 12,250 Ps. 41 862 1,714 1,075 Ps. 116,586 17,485 2,013 - 511 - - - - - (356) - (40) (10) (4,440) 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, 2015 (595) (1,352) (4,330) (1,216) (266) (1,004) (23) (848) (9,634) 245 - 503 - 957 - 295 - 301 - 91 57 - - 229 - 2,621 57 Ps. 7,569 Ps. 17,951 Ps. 53,685 Ps. 12,592 Ps. 11,651 Ps. 5,815 Ps. 14,488 Ps. 927 Ps. 124,678 Cost as of January 1, 2016 Additions Additions from business acquisitions Changes in fair value of past acquisitions Transfer of completed projects in progress Transfer (to)/from assets Ps. 7,569 328 163 50 46 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 - (88) 260 854 - Ps. Ps. 17,951 Ps. 877 763 - 1,039 53,685 6,499 1,521 85 2,445 - (202) 2,643 1,470 - (36) (2,461) 5,858 2,710 61 12,592 73 105 - 1,978 - (574) 1,953 851 - Ps. 11,651 2,236 23 - 779 Ps. 5,815 8,667 45 - (8,493) Ps. 14,488 Ps. 36 668 115 2,206 927 Ps. 124,678 19,083 367 3,288 - 250 - - - - (139) 1,271 122 - - (2) 569 415 (38) - (474) 329 - - - (19) (132) 942 1 (36) (3,959) 12,751 7,364 24 Cost as of December 31, 2016 Ps. 9,182 Ps. 24,541 Ps. 70,367 Ps. 16,978 Ps. 15,943 Ps. 6,978 Ps. 17,368 Ps. 2,086 Ps. 163,443 Cost as of January 1, 2017 Additions Additions from business acquisitions Changes in fair value of past acquisitions Transfer of completed projects in progress Transfer (to)/from assets Ps. 9,182 465 5,115 - 6 Ps. 24,541 Ps. 1,474 1,634 - 676 classified as held for sale Disposals Effects of changes in foreign exchange rates Changes in value on the recognition - (144) (1,018) - (588) (1,964) 70,367 6,150 5,988 - 3,073 (42) (3,147) (2,817) Ps. 16,978 389 482 - 1,967 - (800) (1,523) Ps. 15,943 3,201 3,324 - 558 Ps. 6,978 8,878 821 - (8,572) Ps. 17,368 Ps. 57 145 - 2,295 2,086 Ps. 163,443 20,838 17,509 - - 224 - - (3) - (193) (1,216) - - (720) - (352) 153 (58) (12) (1,201) (100) (5,236) (10,306) of inflation effects 527 1,016 2,030 689 (2) 226 (544) (817) (1,300) (717) (83) (221) - - 638 5,124 (646) (4,328) Ps. 13,589 Ps. 25,972 Ps. 80,302 Ps. 17,465 Ps. 21,532 Ps. 7,390 Ps. 19,666 Ps. 1,028 Ps. 186,944 Venezuela deconsolidation effect (see Note 3.3) Cost as of December 31, 2017 50 Accumulated Depreciation Land Buildings Machinery and Equipment Refrigeration Equipment Returnable Bottles Investments in Fixed Assets in Progress Leasehold Improvements Other Total Accumulated Depreciation as of January 1, 2015 Depreciation for the year Disposals Effects of changes in foreign exchange rates Changes in value on the recognition of inflation effects Accumulated Depreciation as of December 31, 2015 Accumulated Depreciation as of January 1, 2016 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, 2016 Accumulated Depreciation as of January 1, 2017 Depreciation for the year Transfer to/(from) assets classified as held for sale Disposals Effects of changes in foreign exchange rates Venezuela deconsoldiation effect Venezuela impairment Changes in value on the recognition of inflation effects Accumulated Depreciation as of December 31, 2017 Ps. Ps. Ps. Ps. Ps. Ps. - - - - - - - - - - - - - - - - - - - - - - Ps. (3,726) Ps. (515) 172 (21,382) Ps. (4,864) 2,001 (6,644) (1,184) 946 Ps. (5,205) (1,984) 80 Ps. 498 2,222 1,044 (187) (426) (166) 167 (436) Ps. (3,758) Ps. (22,449 ) Ps. (6,004) Ps. (7,378) Ps. Ps. (3,758) Ps. (734) (22,449) Ps. (5,737) (6,004) (1,723) Ps. (7,378) (2,235) Ps. - 132 16 2,101 - 672 (600) (3,093) (1,147) (593) (1,101) (521) - 227 (847) (33) Ps. (5,553) Ps. (30,263) Ps. (8,723) Ps. (10,266) Ps. Ps. (5,553) Ps. (887) (30,263) Ps. (6,928) (8,723) (2,186) Ps. (10,266) (3,365) Ps. 44 40 518 481 (257) 7 3,125 437 1,186 (841) - 683 1,157 626 - - 103 93 56 - (437) (1,031) (553) (44) Ps. (6,051) Ps. (34,308) Ps. (8,996) Ps. (13,423) Ps. - - - - - - - - - - - - - - - - - - - - - - Ps. (3,614) Ps. (1,071) 270 (386) Ps. (40,957) (9,761) (143) 3,471 2 22 1 212 4,165 (86) (1,300) Ps. (4,392) Ps. (401) Ps. (44,382) Ps. (4,392) Ps. (1,447) (401) Ps. (44,382) (12,076) (200) - 364 (81) - 9 39 16 3,505 (5,729) - (306) (2,554) Ps. (5,556) Ps. (859) Ps. (61,220) Ps. (5,556) Ps. (1,562) (859) Ps. (61,220) (15,613) (685) - 300 (138) - - 5 940 335 - 51 4,256 3,007 2,684 (1,098) - (234) (2,299) Ps. (6,956) Ps. (498) Ps. (70,232) Carrying Amount Land Buildings Machinery and Equipment Refrigeration Equipment Returnable Bottles Investments in Fixed Assets in Progress Leasehold Improvements Other Total As of December 31, 2015 As of December 31, 2016 As of December 31, 2017 Ps. 7,569 Ps. 14,193 Ps. 31,236 Ps. 9,182 Ps. 18,988 Ps. 40,104 Ps. 13,589 Ps. 19,921 Ps. 45,994 Ps. Ps. Ps. 6,588 8,255 8,469 Ps. Ps. Ps. 4,273 5,677 8,109 Ps. 5,815 Ps. 6,978 Ps. 7,390 Ps. Ps. Ps. 10,096 Ps. 526 Ps. 80,296 11,812 Ps. 1,227 Ps. 102,223 12,710 Ps. 530 Ps. 116,712 During the years ended December 31, 2016 and 2015 the Company capitalized Ps. 61 and Ps. 57, respectively of borrowing costs in relation to Ps. 99 and Ps. 993 in qualifying assets. The effective interest rates used to determine the amount of borrowing costs eligible for capitalization were 4.5% and 4.1%, respectively. For the year ended December 31, 2017, the Company did not recognize any capitalization of borrowing costs. For the years ended December 31, 2017, 2016 and 2015 interest expense, interest income and net foreign exchange losses and gains are analyzed as follows: Interest expense, interest income and net foreign exchange Amount capitalized (1) Net amount in consolidated income statements (1) Amount of interest capitalized in property, plant and equipment and intangible assets. 2017 Ps. 4,602 - Ps. 4,602 2016 7,285 69 7,216 Ps. Ps. 2015 8,031 85 7,946 Ps. Ps. 51 Commitments related to acquisitions of property, plant and equipment are disclosed in Note 25.8 Note 12. Intangible Assets Rights to Produce and Distribute Coca-Cola Trademark Products Other Indefinite Total Lived Unamortized Technology Costs and Intangible Management Goodwill Trademark Rights Intangible Assets Assets Systems in Systems Development Alcohol Licenses Ps. 63 Ps. 97,014 Ps. 3,225 Ps. 1,554 Ps. 1,027 Ps. Ps. 70,263 Ps. 25,174 Ps. 1,514 - - - - - - 11,369 - - - - - - - 1,238 12,607 480 328 458 - - - - - 1,085 (150) (1,085) (242) (4,992) (2,693) (33) (19) (7,737) (94) (2) 1,121 - - - - - - - 1,121 - (12) 28 - - Total Amortized Intangible Assets Other Total Intangible Assets 671 Ps. 6,477 Ps. 103,491 1,219 1,219 83 199 527 13,134 - (77) - (469) - (469) (16) (112) (7,849) - - (12) 1,109 28 28 198 - - - - - - Cost Cost as of January 1, 2015 Purchases Acquisitions 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, 2015 Ps. 66,392 Ps. 33,850 Ps. 1,481 Ps. 1,282 Ps. 103,005 Ps. 4,890 Ps. 683 Ps. 1,225 Ps. 860 Ps. 7,658 Ps. 110,663 Cost as of January 1, 2016 Purchases Acquisitions from business combinations (see Note 4) Changes 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, 2016 Cost as of January 1, 2017 Purchases Acquisitions from business combinations (see Note 4) Changes 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 Venezuela deconsolidation effect Cost as of December 31, 2017 52 Ps. 66,392 Ps. 33,850 Ps. 1,481 3 - - Ps. 1,282 Ps. 103,005 Ps. 4,890 Ps. - 3 345 683 Ps. 1,225 Ps. 609 191 860 Ps. 7,658 Ps. 110,663 1,296 1,291 146 9,602 12,276 239 1,067 23,184 - - - (2,385) 4,315 (554) 1,376 - - - - - - - - 318 - 304 (336) 3 - (304) - 8,124 8,116 187 392 16,819 451 (193) 1,220 - - - - - - - 1,220 - 141 11 - - - - - - - - - 174 495 23,679 1,078 1,078 2,372 - (24) - (360) - (360) 104 362 17,181 - - 141 11 1,361 11 Ps. 85,338 Ps. 51,857 Ps. 6,225 Ps. 2,187 Ps. 145,607 Ps. 6,124 Ps. 798 Ps. 1,416 Ps. 2,338 Ps. 10,676 Ps. 156,283 Ps. 85,338 Ps. 51,857 Ps. 6,225 - 1,288 - 4,144 140 5 Ps. 2,187 Ps. 145,607 Ps. 6,124 Ps. 6 - 1,294 464 4,289 6 5,167 (7,022) 836 9 (1,010) (188) - - - - - - - - - - (2,563) (1,526) 119 91 (3,879) (727) - - - - - - (727) - - 412 110 175 - - 798 Ps. 1,416 Ps. 2,338 445 221 920 Ps. 10,676 Ps. 156,283 3,344 2,050 - - (412) - (15) - - - - - - - - - 80 892 - - 52 86 704 - 110 212 4,375 (306) - 110 (3,667) 175 175 (552) (139) (139) (139) Ps. 92,647 Ps. 43,449 Ps. 7,185 Ps. 2,293 Ps. 145,574 Ps. 7,103 Ps. 1,291 Ps. 1,637 Ps. 3,843 Ps. 13,874 Ps. 159,448 Amortization and Impairment Losses Amortization as of January 1, 2015 Amortization expense Disposals Effect of movements in exchange rates Amortization as of December 31, 2015 Amortization as of January 1, 2016 Amortization expense Impairment losses Disposals Effect of movements in exchange rates Amortization as of December 31, 2016 Amortization as of January 1, 2017 Amortization expense Impairment losses Disposals Venezuela deconsolidation effect Venezuela impairment Effect of movements in exchange rates Amortization as of Rights to Produce and Distribute Coca-Cola Trademark Products Other Indefinite Total Lived Unamortized Technology Costs and Intangible Management Goodwill Trademark Rights Intangible Assets Assets Systems in Systems Development Total Amortized Intangible Assets Other Total Intangible Assets Alcohol Licenses Ps. Ps. Ps. Ps. Ps. - Ps. - - - Ps. - - - - - Ps. - Ps. - Ps. - - - - Ps. - - - - - - Ps. - Ps. - Ps. - - - - Ps. - - - - (745) - - - - - - - - - - - - - - - - - - - - - - - Ps. (36) Ps. - - - (36) Ps. (1,343) Ps. - - - (461) 126 59 - Ps. - - (235) Ps. (67) - (350) Ps. (1,928) Ps. (1,964) (604) (604) (76) 168 168 42 - - 19 78 78 Ps. (36) Ps. (36) Ps. (1,619) Ps. - Ps. (302) Ps. (365) Ps. (2,286) Ps. (2,322) Ps. (36) Ps. - - - - (36) Ps. (1,619) Ps. - - - - (630) - 313 (1) - Ps. - - - (302) Ps. (74) - - (365) Ps. (2,286) Ps. (2,322) (1,006) (302) (1,006) - - 349 36 - 349 - - (35) (36 ) (36) Ps. (36) Ps. (36) Ps. (1,937) Ps. - Ps. (376) Ps. (666) Ps. (2,979) Ps. (3,015) Ps. (36) Ps. - - - - - - (36) Ps. (1,937) Ps.- - Ps. - - - - (745) (961) (110) - - - - (254) - - - - - (376) Ps. (81) - - (666) Ps. (2,979) Ps. (3,015) (1,259) (1,259) (217) (110) (110) - - - - - - - (120) - (120) - (120) (745) 148 (106) (106) Ps. (36) Ps. (781) Ps. (3,262) Ps. - Ps. (457) Ps. (855) Ps. (4,574) Ps. (5,354) December 31, 2017 Ps. (745) Ps. - Ps. Carrying Amount As of December 31, 2015 As of December 31, 2016 As of December 31, 2017 Ps. 66,392 Ps. 33,850 Ps. 1,481 Ps. 85,338 Ps. 51,857 Ps. 6,225 Ps. 91,901 Ps. 43,449 Ps. 7,185 Ps. 1,246 Ps. 102,969 Ps. Ps. 2,151 Ps. 145,571 Ps. Ps. 2,257 Ps. 144,793 Ps. 683 Ps. 495 Ps. 5,372 Ps. 108,341 3,271 Ps. 798 Ps. 1,040 Ps. 1,672 Ps. 7,697 Ps. 153,268 4,187 Ps. 3,841 Ps. 1,291 Ps. 1,180 Ps. 2,988 Ps. 9,300 Ps. 154,093 923 Ps. During the years ended December 31, 2016 and 2015 the Company capitalized Ps. 8 and Ps. 28, respectively of borrowing costs in relation to Ps. 28 and Ps. 410 in qualifying assets, respectively. The effective interest rates used to determine the amount of borrowing costs eligible for capitalization were 4.1% and 4.1%, respectively. For the year ended December 31, 2017, the Company did not recognize any capitalization of borrowing costs. On March 28, 2017 Coca-Cola FEMSA acquired distribution rights and other intangibles of AdeS soy-based beverages in it’s territories in Mexico and Colombia for an aggregate amount of Ps. 1,287. This acquisition was made to reinforce Coca-Cola FEMSA leadership position. For the years ended 2017, 2016 and 2015, allocation for amortization expense is as follows: Cost of goods sold Administrative expenses Selling expenses 2017 Ps. 132 627 500 Ps. 1,259 2016 82 727 207 1,016 Ps. Ps. 2015 61 407 136 604 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 Years 3-10 12 - 15 53 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 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 Philippines Total December 31, 2017 Ps. 56,352 488 484 1,520 1,185 5,824 - 48,345 50 3,882 Ps. 118,130 December 31, 2016 Ps. 55,137 499 532 1,622 1,241 5,988 1,225 52,609 67 - Ps. 118,920 Goodwill and distribution rights are tested for impairments annually. 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 cash flows. The cash flow 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. 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 impairment test for each CGU consider market participants’ assumptions. Market participants were selected taking into consideration the size, operations and characteristics of the businesses 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 opportunity cost to a market participant, considering 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 estimated based on the interest bearing borrowings Coca-Cola FEMSA is obliged to service, which is equivalent to the cost of debt based on the conditions that a creditor would asses in the market for credit to the CGUs. Segment-specific risk is incorporated by applying beta factors which are evaluated annually based on publicly available market data. Market participant assumptions are important because, not only do they include industry data for growth rates, management also assesses how the CGU’s position, relative to its competitors, might change over the forecasted period. The key assumptions used for the value-in-use calculations are as follows: • Cash flows were projected based on actual operating results and the five-year business plan. Cash flows for a further five-year were forecasted maintaining the same stable growth and margins per country of the last year base. Coca-Cola FEMSA believes that this forecasted period is justified due to the non-current nature of the business and past experiences. • Cash flows after the first ten-year period were extrapolated using a perpetual growth rate equal to the expected annual population growth, in order to calculate the terminal recoverable amount. • A per CGU-specific Weighted Average Cost of Capital (“WACC”) was applied as a hurdle rate to discount cash flows to get the recoverable amount of the units; the calculation assumes, size premium adjustments. 54 The key assumptions by CGU for impairment test as of December 31, 2017 were as follows: CGU Mexico Colombia Costa Rica Guatemala Nicaragua Panama Argentina Brazil Philippines Pre-tax WACC Post-tax WACC Expected Annual Long-Term Inflation 2018-2027 Expected Volume Growth Rates 2018-2027 7.3% 9.1% 11.5% 13.9% 16.6% 8.3% 11.0% 9.7% 9.7% 5.3% 6.6% 7.8% 10.7% 10.6% 6.5% 7.3% 6.2% 5.9% 3.7% 3.1% 3.3% 4.7% 5.0% 2.3% 10.7% 4.1% 3.6% 2.2% 3.2% 2.7% 7.1% 4.9% 3.4% 3.1% 1.3% 3.4% The key assumptions by CGU for impairment test as of December 31, 2016 were as follows: CGU Mexico Colombia Venezuela Costa Rica Guatemala Nicaragua Panama Argentina Brazil Pre-tax WACC Post-tax WACC Expected Annual Long-Term Inflation 2017-2026 Expected Volume Growth Rates 2017-2026 6.8% 7.9% 17.5% 8.4% 9.9% 10.6% 7.8% 9.1% 8.7% 6.3% 7.5% 17.0% 8.3% 9.5% 10.1% 7.4% 8.5% 8.1% 3.7% 3.2% 117.3% 4.4% 5.0% 4.2% 3.0% 12.2% 4.4% 1.2% 4.0% 1.0% 4.7% 13.2% 5.7% 4.9% 4.1% 2.9% 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. During the year ended December 31, 2017 and due to the worsened economic and operational conditions in Venezuela, Coca-Cola FEMSA has recognized an impairment for distribution rights in such country for an amount of Ps. 745, such effect has been recorded in other expenses in the consolidated financial statements. Sensitivity to Changes in Assumptions At December 31, 2017, 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 and concluded that no impairment would be recorded. CGU Mexico Colombia Costa Rica Guatemala Nicaragua Panama Argentina Brazil Philippines (1) Compound Annual Growth Rate (CAGR). Change in WACC Change in Volume Growth CAGR (1) Effect on Valuation +0.16% +0.19% +0.64% +1.52% +4.27% +0.12% +4.39% +0.26% +0.46% -1.0% -1.0% -1.0% -1.0% -1.0% -1.0% -1.0% -1.0% -1.0% Passes by 5.2x Passes by 2.5x Passes by 2.3x Paases by 7.4x Passes by 3.1x Passes by 12.1x Passes by 299x Passes by 3.6x Passes by 2.1x 55 FEMSA Comercio Impairment Test for Cash-Generating Units Containing Goodwill For the purpose of impairment testing, goodwill is allocated and monitored on an individual country basis by operating segment. FEMSA Comercio has integrated its cash generating units as follow: Retail Division and Health Division are integrated as Mexico, for each of them and Fuel Division includes only Mexico. As of December 31, 2017 in Health Division there is a significant carrying amount of goodwill allocated in Chile and Colombia as a group of cash generating (South America) with a total carrying amount of Ps. 6,048. Goodwill is tested for impairments annually. 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: sales, expected annual long-term inflation, and the weighted average cost of capital (“WACC”) used to discount the projected cash flows. The cash flow forecasts could differ from the results obtained over time; however, FEMSA Comercio prepares its estimates based on the current situation of each of the CGUs or group of CGUs. To determine the discount rate, FEMSA Comercio uses the WACC as determined for each of the cash generating units or group 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 or group of CGUs consider market participants’ assumptions. Market participants were selected taking into consideration the size, operations and characteristics of the businesses that are similar to those of FEMSA Comercio. The discount rates represent the current market assessment of the risks specific to each CGU or group of CGUs, 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 opportunity cost to a market participant, considering the specific circumstances of FEMSA Comercio and its operating segments and is derived from its WACC. The WACC takes into account both debt and cost of equity. The cost of equity is derived from the expected return on investment by Company’s investors. The cost of debt is base don the interest bearing borrowings the Coca-Cola FEMSA is obliged to service, wich is equivalent to the cost of debt based on the conditions that a creditor would asses in the market. Segment-specific risk is incorporated by applying beta factors which are evaluated annually based on publicly available market data. Market participant assumptions are important because, not only do they include industry data for growth rates, management also assesses how the CGU’s position, relative to its competitors, might change over the forecasted period. The key assumptions used for the value-in-use calculations are as follows: • Cash flows were projected based on actual operating results and the five-year business plan. FEMSA Comercio believes that this forecasted period is justified due to the non-current nature of the business and past experiences. • Cash flows projected based on actual operating results and five-year business plan were calculated 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 adjustments. The key assumptions by CGU for impairment test as of December 31, 2017 were as follows: CGU Pre-tax WACC Post-tax WACC Expected Annual Long-Term Inflation 2018-2027 Expected Volume Growth Rates 2018-2027 South America (Health Division) 6.9% 6.2% 3% 2% The key assumptions by CGU for impairment test as of December 31, 2016 were as follows: CGU Pre-tax WACC Post-tax WACC Expected Annual Long-Term Inflation 2017-2026 Expected Volume Growth Rates 2017-2026 South America (Health Division) 7.5% 7.3% 3% 13% 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). FEMSA Comercio consistently applied its methodology to determine CGU specific WACC’s to perform its annual impairment testing. 56 Sensitivity to Changes in Assumptions At December 31, 2017, FEMSA Comercio 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 a sensitivity analysis of sales that would be affected considering a contraction in economic conditions as a result of lower purchasing power of customers, which based on management estimation considered to be reasonably possible an effect of 100 basis points in the sale’s compound annual growth rate (CAGR), concluding that no impairment would be recognized. CGU Group Health Division (South America) (1) Compound Annual Growth Rate. Change in WACC Change in Sales Growth CAGR (1) Effect on Valuation +0.3% -1.0% Passes by 7.03x Note 13. Other Assets and Other Financial Assets 13.1 Other assets Agreement with customers Long term prepaid advertising expenses Guarantee deposits (1) Prepaid bonuses Advances to acquire property, plant and equipment Recoverable taxes Indemnifiable assets from business combinations (2) Recoverable taxes from business combinations Others December 31, 2017 December 31, 2016 Ps. Ps. 849 298 3,491 151 266 1,674 4,510 458 828 12,525 Ps. 793 392 3,757 103 173 1,653 8,081 - 1,230 Ps. 16,182 (1) As it is customary in Brazil, the Company is required to collaterize tax, legal and labor contingencies by guarantee deposits including those related to business acquisitions (see Note 25.7). (2) Corresponds to indemnifiable assets that are warranteed by former Vonpar owners as per the share purchase agreement. 13.2 Other financial assets Non-current accounts receivable Derivative financial instruments (see Note 20) Investments in other entities (1) Others December 31, 2017 December 31, 2016 Ps. Ps. 733 10,137 1,039 164 12,073 Ps. 511 14,729 - 105 Ps. 15,345 (1) Investment in Venezuela subsidiary, Coca-Cola FEMSA determined that the deteriorating conditions in Venezuela had led the Company to no longer meet the accounting citeria to consolidate its Venezuelan subsidiary, the impacts of such deconsolidation are discussed in Note 3.3 above. As of December 31, 2017 and 2016, the fair value of long term accounts receivable amounted to Ps. 707 and Ps. 541, 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. 57 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) (8) Balance with BBVA Bancomer, S.A. de C.V. (2) Balance with JP Morgan Chase & Co. (2) Balance with Banco Mercantil del Norte S.A. Grupo Industrial Saltillo S.A.B. de C.V. (3) Due from Heineken (1) (3) (7) Former shareholders of Vonpar Other receivables (1) (4) Due to The Coca-Cola Company (5) (6) (8) Due to BBVA Bancomer, S.A. de C.V. (5) Due to Caffenio (6) (7) Due to Heineken (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 and notes payable. (6) Recorded within accounts payable. (7) Associates. (8) Non controlling interest. December 31, 2017 December 31, 2016 Ps. Ps. 2,054 1,496 6,907 806 141 2,673 1,219 209 3,731 352 293 4,403 1,508 Ps. Ps. 1,857 2,535 - - 128 2,622 - 237 4,454 395 76 4,458 1,047 Balances due from related parties are considered to be recoverable. Accordingly, for the years ended December 31, 2017 and 2016, there was no expense resulting from the uncollectibility of balances due from related parties. Transactions 2016 2017 2015 Income: Services to Heineken (1) Logistic services to Grupo Industrial Saltillo, S.A. de C.V. (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 and beer from Heineken (1) Purchase of coffee from Caffenio (1) Purchase of baked goods and snacks from Grupo Bimbo, S.A.B. de C.V. (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) Purchase of inventories to Leao Alimentos e Bebidas, L.T.D.A. (1) Advertising paid to Grupo Televisa, S.A.B. (3) Insurance premiums for policies with Grupo Nacional Provincial, S.A.B. (3) Donations to Fundación FEMSA, A.C. (3) Donations to Difusión y Fomento Cultural, A.C. (3) Interest expense paid to The Coca-Cola Company (2) Other expenses with related parties Ps. 3,570 457 587 620 Ps. 33,898 24,942 2,397 4,802 1,392 3,905 1,885 40 1,827 839 804 4,010 107 32 23 44 - 751 Ps. Ps. 3,153 427 555 857 38,146 16,436 2,064 4,184 2,354 3,310 1,765 26 1,349 759 798 3,448 193 63 62 49 - 618 Ps. 3,396 407 564 644 Ps. 27,330 14,467 1,774 3,740 1,316 3,082 1,236 68 1,264 587 731 3,359 175 58 30 59 1 470 (1) Associates. (2) Non controlling interest. (3) Members of the board of directors in FEMSA participate in board of directors of this entity. (4) Net of the contributions from The Coca-Cola Company of Ps. 4,023, Ps. 4,518 and Ps. 3,749, for the years ended in 2017, 2016 and 2015, respectively. 58 Commitments with related parties Related Party Heineken 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 2017 Ps. 1,699 48 74 351 Ps. 2016 1,510 39 192 468 Ps. 2015 1,162 42 63 463 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 December 31, 2017 and for each of the three years ended on December 31, 2017, assets, liabilities and transactions denominated in foreign currencies, expressed in Mexican pesos (contractual amounts) are as follows: Balances As of December 31, 2017 U.S. dollars Euros Other currencies Total As of December 31, 2016 U.S. dollars Euros Other currencies Total Transactions For the year ended December 31, 2017 U.S. dollars Euros Other currencies Total For the year ended December 31, 2016 U.S. dollars Euros Other currencies Total For the year ended December 31, 2015 U.S. dollars Euros Other currencies Total Assets Liabilities Short-Term Long-Term Short-Term Long- Term Ps. 69,772 25 46 Ps. 69,843 Ps. 17,796 246 5 Ps. 18,047 Ps. 148 - 1,674 Ps. 1,822 Ps. 696 - 1,581 Ps. 2,277 Ps. Ps. Ps. Ps. 4,241 1,881 340 6,462 4,540 345 246 5,131 Ps. 73,115 23,573 1 Ps. 96,689 Ps. 88,611 21,774 1,190 Ps. 111,575 Other Operating Revenues Purchases of Raw Materials Revenues Interest Expense Consulting Asset Fees Acquisitions Other Ps. 1,909 Ps. 1,677 Ps. 16,320 Ps. 2,534 Ps. 267 Ps. 272 Ps. 4,052 20 - Ps. 1,909 Ps. 1,679 Ps. 16,407 Ps. 2,986 Ps. 302 Ps. 276 Ps. 4,072 452 - 23 12 87 - 4 - 2 - - - Ps. 4,068 Ps. 1,281 Ps. 14,961 Ps. 3,173 Ps. 182 Ps. 407 Ps. 3,339 5 4 Ps. 4,103 Ps. 1,431 Ps. 15,065 Ps. 3,678 Ps. 410 Ps. 407 Ps. 3,348 355 150 104 - 43 185 - 150 6 29 - - Ps. 1,891 Ps. - 20 Ps. 1,911 Ps. 472 Ps. 11,710 Ps. 1,973 Ps. 34 Ps. 75 Ps. 2,035 37 204 473 Ps. 11,712 Ps. 1,973 Ps. 36 Ps. 75 Ps. 2,276 2 - 2 - 1 - - - - - 59 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 Note 16. Employee Benefits December 31, 2017 19.7354 23.5729 2016 20.6640 21.7741 February 27, 2018 18.5659 21.1430 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, which comprise the substantial majority of those recorded in the consolidated financial statements. During 2016, Coca-Cola FEMSA settled its pension plan in Colombia and consequently Coca-Cola FEMSA recognized the corresponding effects of the settlement as disclosed below. The settlement of the complementary pension plan was only for certain executive employees. 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 Mexico: 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. (2) IMSS. Mexican Experience of Instituto Mexicano del Seguro Social. (3) BMAR. Actuary experience. December 31, 2017 December 31, 2016 December 31, 2015 7.60% 4.50% 3.50% 5.10% 7.60% 4.50% 3.50% 5.10% 7.00% 4.50% 3.50% 5.10% EMSSA 2009 IMSS-97 60 years BMAR 2007 EMSSA 2009 IMSS-97 60 years BMAR 2007 EMSSA 2009 IMSS-97 60 years BMAR 2007 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 Bonds (known as CETES in Mexico) because there is no deep market in high quality corporate obligations in Mexican pesos. 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: 2018 2019 2020 2021 2022 2023 to 2027 60 Ps. Pension and Retirement Plans 611 233 351 263 270 2,115 Ps. Seniority Premiums 53 52 50 48 47 254 Ps. Post Retirement Medical Services 19 20 22 24 25 158 Ps. Total 683 305 423 335 342 2,527 16.2 Balances of the liabilities for employee benefits Pension and Retirement Plans: Defined benefit obligation Pension plan funds at fair value Net defined benefit liability 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 Total employee benefits December 31, 2017 December 31, 2016 Ps. Ps. Ps. Ps. Ps. Ps. Ps. 7,370 (3,131) 4,239 783 (109) 674 524 (64) 460 5,373 Ps. Ps. Ps. Ps. Ps. Ps. Ps. 5,702 (2,216) 3,486 663 (102) 561 460 (60) 400 4,447 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, 2017 December 31, 2016 18% 5% 62% 15% 100% 15% 4% 63% 18% 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. 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. 61 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. BBVA Bancomer S.A. de C.V. El Puerto de Liverpool, S.A.B. de C.V. Grupo Industrial Bimbo, S.A.B. de C. V. Gentera, S.A.B. de C.V. Capital: Grupo Industrial Bimbo, S.A.B. de C.V. December 31, 2017 December 31, 2016 Ps. Ps. - 28 - 10 30 5 - - 7 45 7 - 5 19 8 6 During the years ended December 31, 2017, 2016 and 2015, 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. The plan assets include securities of the Company in portfolio fund in amount of Ps. 114, as of December 31, 2016. There are no restrictions placed on the trustee’s ability to sell those securities. As of December 31, 2017, the plan assets did not include securities of the Company in portfolio funds. 16.4 Amounts recognized in the consolidated income statements and the consolidated statement of comprehensive income December 31, 2017 Pension and retirement plans Seniority premiums Postretirement medical services Total December 31, 2016 Pension and retirement plans Seniority premiums Postretirement medical services Total December 31, 2015 Pension and retirement plans Seniority premiums Postretirement medical services Post-employment Venezuela Total Income Statement AOCI (1) Current Service Cost Past Service Cost Gain or Loss on Settlement or Curtailment Net Interest on the Net Defined Benefit Liability Remeasurements of the Net Defined Benefit Liability Ps. Ps. Ps. Ps. Ps. Ps. 341 106 24 471 245 93 21 359 233 88 16 6 343 Ps. Ps. Ps. Ps. Ps. Ps. 10 - - 10 45 - - 45 3 - - - 3 Ps. Ps. Ps. Ps. Ps. Ps. (2) (1) - (3) (61) - - (61) (120) (9) - - (129) Ps. Ps. Ps. Ps. Ps. Ps. 267 41 30 338 224 34 24 282 212 32 23 9 276 Ps. Ps. Ps. Ps. Ps. Ps. 1,060 46 184 1,290 1,102 18 151 1,270 913 39 119 - 1,071 (1) Amounts accumulated in other comprehensive income as of the end of the period. For the years ended December 31, 2017, 2016 and 2015, current service cost of Ps. 408, Ps. 359 and Ps. 343 has been included in the consolidated income statement as cost of goods sold, administrative and selling expenses. Remeasurements of the net defined benefit liability recognized in accumulated other comprehensive income are as follows: 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 and (losses) arising from changes in financial assumptions Amount accumulated in other comprehensive income as of the end of the period, net of tax December 31, 2017 December 31, 2016 December 31, 2015 Ps. 966 (2) 295 (367) Ps. 810 123 288 (255) Ps. 942 (12) (46) (74) Ps. 892 Ps. 966 Ps. 810 62 Remeasurements of the net defined benefit liability include the following: • The return on plan assets, excluding amounts included in net interest expense. • Actuarial gains and losses arising from changes in demographic assumptions. • Actuarial gains and losses arising from changes in financial assumptions. 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 Effect on curtailment Remeasurements of the net defined benefit obligation Foreign exchange loss (gain) Benefits paid Acquisitions Ending balance Seniority Premiums: Initial balance Current service cost Interest expense Settlement Effect on 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 Certain liability cost Reclasification to certain liability cost Foreign exchange (gain) Ending balance 16.6 Changes in the balance of plan assets Total Plan Assets: Initial balance Actual return on trust assets Foreign exchange loss (gain) Life annuities Benefits paid Acquisitions Ending balance December 31, 2017 December 31, 2016 December 31, 2015 Ps. 5,702 341 10 491 (2) 263 (79) (550) 1,194 Ps. 7,370 Ps. Ps. Ps. Ps. 663 106 49 (1) - 28 (68) 6 783 460 24 34 32 (26) 524 Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. 5,308 245 45 369 (61) (67) 150 (287) - 5,702 610 93 41 - - (43) (55) 17 663 404 22 27 30 (23) 460 135 - - (135) - - Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. 5,270 233 3 353 (120) (154) 39 (316) - 5,308 563 88 38 - (9) (34) (45) 9 610 338 16 26 44 (20) 404 194 5 73 - (137) 135 December 31, 2017 December 31, 2016 December 31, 2015 Ps. 2,378 213 86 65 (136) 698 Ps. 3,304 Ps. Ps. 2,228 40 4 107 (1) - 2,378 Ps. Ps. 2,158 65 7 61 (63) - 2,228 63 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. The following table presents the amount of defined benefit plan expense and OCI impact in absolute terms of a variation of 0.5% in the assumptions on the net defined benefit liability associated with the Company’s defined benefit plans. The sensitivity of this 0.5% on the significant actuarial assumptions is based on a projected long-term discount rates for Mexico and a yield curve projections of long-term sovereign bonds: +0.5%: Income Statement 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 Current Service Cost Past Service Cost Ps. Ps. Ps. Ps. 322 102 23 - 447 355 112 - - 467 Ps. Ps. Ps. Ps. 9 - - - 9 10 - - - 10 Gain or Loss on Settlement or Curtailment Effect of Net Interest on the Net Defined Benefit Liability (Asset) Ps. Ps. Ps. Ps. (2) (1) - - (3) (2) (1) - - (3) Ps. Ps. Ps. Ps. 264 41 33 - 338 286 43 - - 329 OCI (1) Remeasurements of the Net Defined Benefit Liability (Asset) Ps. Ps. Ps. Ps. 1,289 44 178 - 1,511 1,496 42 - - 1,538 Postretirement medical services Ps. 26 Ps. - Ps. - Ps. 33 Ps. 265 (1) Amounts accumulated in other comprehensive income as of the end of the period. 64 -0.5%: Income Statement 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 Current Service Cost Past Service Cost Gain or Loss on Settlement or Curtailment Effect of Net Interest on the Net Defined Benefit Liability (Asset) Ps. Ps. Ps. Ps. 355 111 26 - 492 323 100 - - 423 Ps. Ps. Ps. Ps. 10 - - - 10 9 - - - 9 Ps. Ps. Ps. Ps. (2) (1) - - (3) (2) (1) - - (3) Ps. Ps. Ps. Ps. 268 40 31 - 339 253 38 - - 291 OCI (1) Remeasurements of the Net Defined Benefit Liability (Asset) Ps. Ps. Ps. Ps. 1,506 46 267 - 1,819 1,291 56 - - 1,347 Postretirement medical services Ps. 23 Ps. - Ps. - Ps. 28 Ps. 179 (1) Amounts accumulated in other comprehensive income as of the end of the period. 16.8 Employee benefits expense For the years ended December 31, 2017, 2016 and 2015, employee benefits expenses recognized in the consolidated income statements as cost of goods sold, administrative and selling expenses are as follows: Wages and salaries Social security costs Employee profit sharing Post employment benefits Share-based payments Termination benefits Note 17. Bonus Programs 2017 Ps. 53,056 9,860 1,209 815 351 455 Ps. 65,746 2016 39,459 6,114 1,506 625 468 503 48,675 Ps. Ps. 2015 Ps. 39,459 6,114 1,243 493 463 503 Ps. 48,275 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 paid to the eligible employee on an annual basis and after withholding applicable taxes. 65 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 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. Until 2015 the shares were vested ratably over a six year period, beginning with January 1, 2016 onwards they were ratably vest over a four year period, with retrospective effects, on existing grants recognized in 2016. 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 conducting 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 (purchase) 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, 2017, 2016 and 2015, the compensation expense recorded in the consolidated income statement amounted to Ps. 351, Ps. 468 and Ps. 463, 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, 2017 and 2016, 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 KOFL 2017 2016 2017 2016 3,625,171 1,311,599 4,246,792 2,375,196 1,068,327 344,770 1,160,311 695,487 (1,991,561) - 2,945,209 (2,996,817) - 3,625,171 (477,198) - 935,899 (787,471) - 1,068,327 The fair value of the shares held by the trust as of the end of December 31, 2017 and 2016 was Ps. 673 and Ps. 712, respectively, based on quoted market prices of those dates. 66 Note 18. Bank Loans and Notes Payables At December 31, (1) 2018 2019 2020 2021 2022 2023 and Thereafter Carrying Value at Carrying Value at December 31, December 31, December 31, 2016 (1) Fair Value at 2017 2017 (in millions of Mexican pesos) Short-term debt: Fixed rate debt: Argentine pesos Bank loans Interest rate Chilean pesos Bank loans Interest rate U .S . dollars Bank loans Interest rate Variable rate debt: Colombian pesos Bank loans Interest rate Chilean pesos Bank loans Interest rate Ps. 106 22.4% Ps. - Ps. - Ps. - Ps. - Ps. - - - - - - - - - - - - - - 770 3.1% - - 1,951 7.3% 3 6.1% - - - - - - - - - - - - - - - - - - - - - - - 2,498 8.3% 92 5.8% - - - - 17 3.2% - - - - 2,607 - - - - - - - - - - - Ps. 106 Ps. 107 Ps. 22.4% 770 3.1% - - - 770 - - - 1,951 7.3% 1,949 - 644 32.0% 338 4.3% 206 3.4% 723 9.1% 3 6.1% 1 10.0% Ps. 2,830 Ps. 2,829 Ps. 1,912 3 - - - - - - - - - - Ps. Ps. Ps. - Ps. 23,449 1.8% - - - - - - - - - - - - - 78 5.8% - - - - - - 29,425 4.4% 5,852 2.9% 13,510 4.4% - - - - 15,981 6.7% 73 5.8% - - - - - - Ps. 23,449 Ps. 24,697 Ps. 21,627 1.8% 1.8% - 48,043 4.1% 5,852 2.9% 13,510 4.4% 13 3.8% - - 18,479 6.9% 1,033 5.7% 6,707 0.4% 40 7.9% 98 3.5% 51,938 - 5,870 - 14,539 - 13 - - - 17,035 - 1,055 - 6,430 - 40 - 98 - 61,703 3.8% 6,117 2.9% 14,128 4.4% 20 3.9% 3,245 4.2% 9,991 6.2% 742 5.3% 7,022 0.4% 164 7.0% 114 3.4% - - - - - - - - 78 Ps. 88,290 Ps. 728 9.6% 17 4.2% 758 9.6% - - Ps. 117,969 Ps. 122,473 Ps. 125,631 741 - 17 - - - - Ps. - - - Ps. Total short-term debt Ps. 2,830 Ps. Long-term debt: Fixed rate debt: Euro Senior unsecured notes Interest rate U .S . dollars Yankee bond Interest rate Bank of NY (FEMSA USD 2023) Interest rate (1) Bank of NY (FEMSA USD 2043) Interest rate (1) Finance leases Interest rate (1) Mexican pesos Units of investment (UDIs) Interest rate Domestic senior notes Interest rate Brazilian reais Bank loans Interest rate Notes payable (2) Interest rate Chilean pesos Bank loans Interest rate Finance leases Interest rate Colombian pesos Bank loans Interest rate Finance leases Interest rate Subtotal Ps. Ps. - - - Ps. - Ps. - - 8,774 2.4% - - - - 6 4.0% - - - - 391 5.7% - - 40 7.9% 27 3.8% - - - - - - 5 3.8% - - - - 247 5.8% 6,707 0.4% - - 28 3.7% 9,844 4.6% - - - - 2 3.5% - - - - 152 5.8% - - - - 26 3.4% 728 9.6% 6 4.0% Ps. 9,972 - - 6 4.0% - - 5 4.0% Ps. 6,993 Ps. 10,029 Ps. (1) All interest rates shown in this table are weighted average contractual annual rates. 67 (in millions of Mexican pesos) 2018 2019 2020 2021 2022 2023 and Thereafter At December 31, (1) Carrying Value at Carrying Value at December 31, December 31, December 31, 2016 (1) Fair Value at 2017 2017 Variable rate debt: U .S . dollars Bank loans Interest rate (1) Mexican pesos Domestic senior notes Interest rate (1) Argentine pesos Bank loans Interest rate Brazilian reais Bank loans Interest rate Notes payable Interest rate Colombian pesos Bank loans Interest rate Chilean pesos Bank loans Interest rate Subtotal Total long-term debt Current portion of long term debt Ps. - - - - - - 284 8.5% 10 0.4% - - Ps. - Ps. - - - - - 284 8.5% 5 0.4% - - - - - - - - 229 8.5% - - - - 1,110 494 4.1% 4.3% Ps. 788 1,339 Ps. 10,760 Ps. 7,946 Ps. 11,368 664 4.2% 953 Ps. Ps. - - - - 66 8.5% - - - - 732 4.0% 4,830 7,437 Ps. Ps. Ps. 4,032 2.1% Ps. - Ps. - - - - - - - - - - - - - Ps. 4,032 Ps. 4,313 Ps. 4,218 1.6% 2.1% - 1,496 7.7% 1,500 - - - 870 8.5% 15 0.4% - - - - 883 - 14 - - - - - 40 27.8% 1,864 5.5% 26 0.4% 1,206 9.6% 1,496 7.7% - - 7 8.5% - - - - 385 751 3.9% 4.1% Ps. 2,254 Ps. 385 Ps. 2,332 Ps. 88,675 4,135 - 4,136 4.1% 4,351 3.7% Ps. 10,549 Ps. 10,845 Ps. 11,705 Ps. 128,518 Ps. 133,318 Ps. 137,336 (5,369) Ps. 131,967 (10,760) Ps. 117,758 (1) All interest rates shown in this table are weighted average contractual annual rates. (2) Promissory note denominated and payable in Brazilian reais; however, it is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. As a result, the principal amount under the promissory note may be increased or reduced based on the depreciation or appreciation of the Brazilian real relative to the U.S. dollar. 68 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 (2) 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 Chilean pesos Variable to fixed Interest pay rate Interest receive rate Interest rate swap: Mexican pesos Variable to fixed rate: Interest pay rate Interest receive rate Variable to fixed rate: Interest pay rate Interest receive rate Variable to fixed rate (2): Interest pay rate Interest receive rate 2018 2019 2020 2021 2022 (notional amounts in millions of Mexican pesos) 2023 and Thereafter Total 2017 Total 2016 Ps. - Ps. - - - Ps. 2,500 5.9% - 4.2% - Ps. - Ps. - - - - - - - - 8,782 6.3% 2.7% 15,571 6.7% 2.6% - - - - - - - - - - - - - - - - - - - 6,263 5.2% 0.4% - - - - - - 65 6.5% 3.7% - - - - Ps. Ps. - - - - - - 9,868 9.0% 3.9% 4,571 6.6% 2.9% - - - 620 6.9% 3.9% - - - - - - - - - - - - - - - - - - - 4,046 6.1% 1.9% - - - Ps. - - - - - - - - - - - - - - - - - - 11,403 8.9% 4.0% 9,951 9.1% 4.0% - - - - - - - - - 650 7.6% 3.8% 875 6.6% 4.5% 1,925 5.8% 4.5% - - - - - - - - - - - - 11,403 8.9% 4.0% 19,818 9.1% 3.9% 19,617 6.0% 2.0% 19,617 6.6 2.5 620 6.9% 3.9% 3,515 5.8% 4.5% - - 7.2% 8.9% 11,403 7.4% 4.0% 19,451 8.8% 4.1% 21,210 11.9% 1.9% 22,834 12.4% 2.0% 827 6.9% 6.2% 3,591 6.4% 5.1% 5.9% 6.0% 7.2% 7.4% (1) All interest rates shown in this table are weighted average contractual annual rates. (2) Interest rate swaps with a notional amount of Ps. 11,403 that receive a variable rate of 8.9% and pay 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 8.9%. For the years ended December 31, 2017, 2016 and 2015, the interest expense is comprised as follows: Interest on debts and borrowings Capitalized interest Finance charges for employee benefits Derivative instruments Finance operating charges Finance charges payable under finance leases 2017 Ps. 6,409 (10) 317 4,339 69 - Ps. 11,124 2016 5,694 (32) 282 3,519 183 - 9,646 Ps. Ps. 2015 4,586 (60) 276 2,894 79 2 7,777 Ps. Ps. 69 In March 14, 2016, the Company issued long-term debt on the Irish Stock Exchange (ISE) in the amount of €1,000, which was made up of senior notes with a maturity of 7 years, a fixed interest rate of 1.75% and a spread of 155 basis points over the relevant benchmark mid- swap, for a total yield of 1.824%. The Company has designated this non-derivative financial liability as a hedge on the net investment in Heineken. For the year ended December 31, 2017, a foreign exchange loss, net of tax, has been recognized as part of the exchange differences on translation of foreign operations within the cumulative other comprehensive income of Ps. 1,259. In August 18, 2017, Coca-Cola FEMSA partially prepaid U.S. $555 of a dollar denominated bond due in 2018, reducing the outstanding senior note to U.S. $445 with interest at a fixed rate of 2.38%. 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 2021 and fixed interest rate of 8.27% and ii) Ps. 7,500 (nominal amount) with a maturity date in 2023 and fixed interest rate of 5.46% Ps. 1,500 (nominal amount) with a maturity date 2022 and floating interest rate of TIIE + 0.25% iv) Ps. 8,500 (nominal amount) with a maturity date 2027 and fixed interest rate of 7.87%; and b) registered with the SEC: i) Senior notes of U.S. $500 with interest at a fixed rate of 4.63% and maturity date on February 15, 2020, ii) Senior notes of U.S. $445 with interest at a fixed rate of 2.38% and maturity date on November 26, 2018, iii) Senior notes of U.S. $900 with interest at a fixed rate of 3.88% and maturity date on November 26, 2023 and iv) Senior notes of U.S. $600 with interest at a fixed rate of 5.25% and maturity date on November 26, 2043 all of which are guaranteed by Coca-Cola FEMSA 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., Distribuidora y Manufacturera del Valle de Mexico, S. de R.L. de C.V (as successor guarantor of Servicios Integrados Inmuebles del Golfo, S. de R.L. de C.V.) and Yoli de Acapulco, S. de R.L. de C.V. (“Guarantors”). 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. 18.1 Reconciliation of liabilities arising from financing activities Bank loans Notes payable Lease liabilities Carrying Value at December 31, 2016 Cash Flows Acquisition Non-Cash Flows Foreign Exchange Movement Carrying Value at December 31, 2017 Others Ps. 14,497 Ps. 123,859 892 (949) Ps. (3,574) (8) - Ps. - - 190 Ps. 4,954 - (69) Ps. 13,669 117,551 128 (7,688) (756) Total liabilities from financing activities Ps. 139,248 Ps. (4,531) Ps. - Ps. 5,144 Ps. (8,513) Ps. 131,348 Bank loans Notes payable Lease liabilities Carrying Value at December 31, 2015 Cash Flows Acquisition Non-Cash Flows Foreign Exchange Movement Ps. 7,357 Ps. 83,945 562 (2,597) Ps. 24,234 (466) 377 Ps. (50) Ps. - 9 15,790 - Carrying Value at December 31, 2016 Others 9,410 Ps. 14,497 123,859 (110) 892 786 Total liabilities from financing activities Ps. 91,864 Ps. 21,171 Ps. 386 Ps. 15,740 Ps. 10,086 Ps. 139,248 70 Note 19. Other Income and Expenses Gain on sale of shares (see Note 4.2) Gain on sale of Heineken shares Gain on sale of long-lived assets Sale of waste material Write off-contingencies (see Note 25.5) Recoveries from previous years Insurance rebates Foreign exchange gain Consolidation of Philippines Others Other income Contingencies associated with prior acquisitions or disposals Loss on sale of equity financial assets Loss on sale of other assets Impairment of long-lived assets (2) Disposal of long-lived assets (1) Suppliers provisions Foreign exchange losses related to operating activities Non-income taxes from Colombia Severance payments Donations Legal fees and other expenses from past acquisitions Venezuela impact Other Other expenses 2017 Ps. 123 29,989 209 3 - (35) 6 (4) 2,830 1,620 Ps. 34,741 39 Ps. - 148 2,063 451 398 2,524 636 363 242 612 26,123 359 Ps. 33,958 2016 - - 170 50 329 466 10 - - 132 1,157 1,582 8 159 - 238 - 2,370 53 98 203 241 - 957 5,909 Ps. Ps. Ps. Ps. 2015 14 - 249 41 - 16 17 - - 86 423 93 - - 134 416 - 917 30 285 362 223 - 281 2,741 Ps. Ps. Ps. Ps. (1) Charges related to fixed assets retirement from ordinary operations and other long-lived assets. (2) Includes Venezuela impairment of Ps. 2,053 (see Note 3.3). Note 20. Financial Instruments Fair Value of Financial Instruments The Company’s financial assets and liabilities that are measured at fair value are based on 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, 2017 and 2016: Derivative financial instrument (current asset) Derivative financial instrument (non-current asset) Derivative financial instrument (current liability) Derivative financial instrument (non-current liability) December 31, 2017 December 31, 2016 Level 1 22 - 26 - Level 2 211 10,137 3,921 1,769 Level 1 374 - - - Level 2 1,543 14,729 264 6,403 20.1 Total debt The fair value of bank 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, 2017 and 2016, which is considered to be level 1 in the fair value hierarchy. Carrying value Fair value 2017 2016 Ps. 131,348 136,147 Ps. 139,248 140,284 71 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, 2017, the Company has the following outstanding interest rate swap agreements: Maturity Date 2019 2020 2021 2022 2023 Notional Amount 4,089 3,669 3,709 875 13,328 Fair Value Liability December 31, 2017 Fair Value Asset December 31, 2017 (35) (17) (103) (34) (77) - - - - 984 At December 31, 2016, the Company has the following outstanding interest rate swap agreements: Maturity Date 2017 2019 2021 2022 2023 Notional Amount Ps. 1,250 77 727 929 13,261 Fair Value Liability December 31, 2016 Fair Value Asset December 31, 2016 Ps. - (4) (87) (35) (73) Ps. 10 - - - 1,028 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, 2017, the Company had the following outstanding forward agreements to purchase foreign currency: Maturity Date 2018 Notional Amount Fair Value Liability December 31, 2017 Fair Value Asset December 31, 2017 Ps. 7,739 Ps. (20) Ps. 172 At December 31, 2016, the Company had the following outstanding forward agreements to purchase foreign currency: Maturity Date 2017 72 Notional Amount Fair Value Liability December 31, 2016 Fair Value Asset December 31, 2016 Ps. 8,265 Ps. (247) Ps. 364 20.4 Options to purchase foreign currency The Company has executed call option and collar strategies to reduce its exposure to the risk of exchange rate fluctuations. A call option is an instrument that limits the loss in case of foreign currency depreciation. A collar is a strategy that combines call and put options, limiting the exposure to the risk of exchange rate fluctuations in a similar way as a forward agreement. These instruments have been designated as cash flow hedges and are recognized in the consolidated statement of financial position at their estimated fair value which is determined based on prevailing market exchange rates to terminate the contracts at the end of the period. Changes in the fair value of these options, corresponding to the intrinsic value, are initially recorded as part of “cumulative other comprehensive income”. 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 including the net premium paid, is recognized as part of cost of goods sold when the hedged item is recorded in the consolidated income statements. At December 31, 2017, the Company paid a net premium of Ps. 7 millions for the following outstanding collar options to purchase foreign currency: Maturity Date 2018 Notional Amount Fair Value Liability December 31, 2017 Fair Value Asset December 31, 2017 Ps. 266 Ps. (5) Ps. 17 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 instruments at fair value through 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, 2017, the Company had the following outstanding cross currency swap agreements: Maturity Date 2018 2019 2020 2021 2023 2026 2027 Notional Amount 24,760 6,263 18,428 4,853 14,446 888 6,907 Fair Value Liability 2017 Fair Value Asset December 31, 2017 (3,878) (205) (927) (12) - (192) - - - 567 24 8,336 - 51 73 At December 31, 2016, the Company had the following outstanding cross currency swap agreements: Maturity Date 2017 2018 2019 2020 2021 2023 2026 2027 Notional Amount Ps. 2,707 39,262 7,022 19,474 5,076 12,670 925 5,476 Fair Value Liability 2016 Fair Value Asset December 31, 2016 Ps. (10) (4,837) (265) (842) (128) - (131) - Ps. 1,165 3,688 - 798 28 9,057 - 125 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 also in cost of goods sold. At December 31, 2017, Coca-Cola FEMSA had the following sugar price contracts: Maturity Date 2018 2019 At December 31, 2016, Coca-Cola FEMSA had the following sugar price contracts: Maturity Date 2017 At December 31, 2016, Coca-Cola FEMSA had the following aluminum price contracts: Maturity Date 2017 Fair Value Liability December 31, Notional Amount Ps. Ps. 992 150 Ps. Ps. Fair Value Asset December 31, Notional Amount Ps. 572 Ps. Fair Value Liability December 31, Notional Amount Ps. 74 Ps. 2017 (7) 3 2016 370 2016 5 20.7 Option embedded in the Promissory Note to fund the Vonpar’s acquisition As disclosed in Note 4.1.2, on December 6, 2016, as part of the purchase price paid for the Coca-Cola FEMSA’s acquisition of Vonpar, Spal issued and delivered a three-year promissory note to the sellers, for a total amount of 1,090 million Brazilian reais (approximately Ps. 6,503 and Ps. 7,022 million as of December 31, 2017 and 2016, respectively). The promissory note bears interest at an annual rate of 0.375%, and is denominated and payable in Brazilian reais. The promissory note is linked to the performance of the exchange rate between the Brazilian real and the U.S. dollar. As a result, the principal amount under the promissory note may be increased or reduced based on the depreciation or appreciation of the Brazilian real relative to the U.S. dollar. The holders of the promissory note have an option, that may be exercised prior to the scheduled maturity of the promissory note, to capitalize the Mexican peso amount equivalent to the amount payable under the promissory note into a recently incorporated Mexican company which would then be merged into the Coca-Cola FEMSA in exchange for Series L shares at a strike price of Ps. 178.5 per share. Such capitalization and issuance of new Series L shares is subject to Coca-Cola FEMSA having a sufficient number of Series L shares available for issuance. Coca-Cola FEMSA uses Black & Scholes valuation technique to measure the call option at fair value. The call option had an estimated fair value of Ps. 343 million at inception of the option and Ps. 242 million and 368 million as of December 31, 2017 and 2016, respectively. The option is recorded as part of the Promissory Note disclosed in Note 18. Coca-Cola FEMSA estimates that the call option is “out of the money” as of December 31, 2017 and 2016 by approximately 30.4% and 35.9% or U.S. $82 million and U.S. $93 million with respect to the strike price. 74 20.8 Net effects of expired contracts that met hedging criteria Type of Derivatives Cross currency swap (1) Cross currency swap (1) 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 Foreign exchange Cost of goods sold Cost of goods sold Cost of goods sold Ps. 2017 2,102 - (40) (6) - 89 Ps. 2016 - - 160 (241) - (45) Ps. 2015 2,595 (10,911) (180) 619 (21) (523) (1) This amount corresponds to the settlement of cross currency swaps portfolio in Brazil presented as part of the other financial activities. 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 Cross currency swaps Others Impact in Consolidated Income Statement gain (loss) on financial instruments Ps. 2017 - - Ps. 2016 - - 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 2017 2016 Cross-currency swaps Market value gain on financial instruments Ps. (438) Ps. - Ps. 2015 (20) 56 2015 204 20.11 Market risk Market risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market prices include currency risk and commodity price risk. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and commodity prices. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk, and commodity prices risk including: • Forward Agreements to Purchase Foreign Currency in order to reduce its exposure to the risk of exchange rate fluctuations. • Cross-Currency Swaps in order to reduce its exposure to the risk of exchange rate fluctuations. • Commodity price contracts in order to reduce its exposure to the risk of fluctuation in the costs of certain raw materials. The Company tracks the fair value (mark to market) of its derivative financial instruments and its possible changes using scenario analyses. 75 The following disclosures provide a sensitivity analysis of the market risks management considered to be reasonably possible at the end of the reporting period based on a stress test of the exchange rates according to an annualized volatility estimated with historic prices obtained for the underlying asset over a period of time, in the cases of derivative financial instruments related to foreign currency risk, which the Company is exposed to as it relates to in its existing hedging strategy: Change in Exchange Rate +13% MXN/EUR +8% CLP/USD -13% MXN/EUR -8% CLP/USD +12% MXN/USD +9% COP/USD +14% BRL/USD +10% ARS/USD -12% MXN/USD -9% COP/USD -14% BRL/USD -10% ARS/USD -17% MXN/EUR +17% MXN/EUR +11% CLP/USD -11% CLP/USD -18% BRL/USD +18% BRL/USD -17% MXN/USD +17% MXN/USD -18% COP/USD +18% COP/USD -14% MXN/EUR +14% MXN/EUR +10% CLP/USD -10% CLP/USD -11% MXN/USD +11% MXN/USD +21% BRL/USD +17% COP/USD -36% ARS/USD +36% ARS/USD -21% BRL/USD -17% COP/USD +17% COP/USD Effect on Equity Ps. Ps. Ps. (141) 2 141 (2) 626 73 234 29 (625) (73) (234) (29) 293 (293) 12 (12) (203) 203 (916) 916 (255) 255 319 (319) 9 (9) 197 (197) (387) (113) 231 (231) 387 113 (113) Foreign Currency Risk 2017 FEMSA (1) Coca-Cola FEMSA 2016 FEMSA (1) Coca-Cola FEMSA 2015 FEMSA (1) Coca-Cola FEMSA (1) Does not include Coca-Cola FEMSA. 76 Cross Currency Swaps (1) (2) 2017 FEMSA (3) Coca-Cola FEMSA 2016 FEMSA (3) Coca-Cola FEMSA 2015 FEMSA (3) Coca-Cola FEMSA Change in Exchange Rate Effect on Equity Effect on Profit or Loss +8% CLP/USD -8% CLP/USD +12% MXN/USD -12% MXN/USD +9% COP/USD -9% COP/USD +14% MXN/BRL -14% MXN/BRL +12% MXN/USD +14% BRL/USD -12% MXN/USD -14% BRL/USD -11% CLP/USD +11% CLP/USD -17% MXN/USD +17% MXN/USD -18% COP/USD +18% COP/USD +17% MXN/USD +18% BRL/USD -17% MXN/USD -18% BRL/USD -11% MXN/USD +11% MXN/USD -11% MXN/USD +11% MXN/USD -21% BRL/USD +21% BRL/USD Ps. Ps. Ps. Ps. - - - - - - - - 3,540 7,483 (3,540) (7,483) - - - - - - 3,687 9,559 (3,687) (9,559) Ps. Ps. - - - - (4,517) 4,517 373 (373) 3,651 (3,651) 304 (304) 23 (23) - - - - (549) 549 (3,836) 3,836 (448) 448 1,790 - (1,790) - (2,043) 2,043 (938) 938 (1,086) 1,086 (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. 77 Net Cash in Foreign Currency (1) 2017 FEMSA (2) Coca-Cola FEMSA 2016 FEMSA (2) Coca-Cola FEMSA 2015 FEMSA (2) Coca-Cola FEMSA (1) The sensitivity analysis effects include all subsidiaries of the Company. (2) Does not include Coca-Cola FEMSA. Commodity Price Contracts (1) 2017 Coca-Cola FEMSA 2016 Coca-Cola FEMSA 2015 Coca-Cola FEMSA Change in Exchange Rate Effect on Profit or Loss +13% EUR/ +12% USD -13% EUR/ -12% USD Ps. 8,077 (8,077) +12% USD -12% USD (553) 553 +17% EUR/ +17% USD -17% EUR/ -17% USD Ps. 3,176 (3,176) +17% USD -17% USD +14% EUR/ +11%USD -14% EUR/ -11%USD Ps. +11%USD -11%USD (105) 105 504 (504) (1,112) 1,112 Change in U.S.$ Rate Effect on Equity Sugar - 30% Ps. (32) Sugar - 33% Aluminum - 16% Ps. (310) (13) Sugar - 31% Aluminum - 18% Ps. (406) (58) (1) Effects on commodity price contracts are only in 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. 78 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) 2017 FEMSA (2) Coca-Cola FEMSA 2016 FEMSA (2) 2015 FEMSA (2) Change in Bps. Effect on Equity (100 Bps.) Ps. (452) (100 Bps.) (234) (100 Bps.) Ps. (550) (100 Bps.) Ps. (542) (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 2017 2016 2015 +100 Bps. (251) Ps. +100 Bps. (354) Ps. +100 Bps. (192) Ps. 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, 2017 and 2016, 64.3% and 64.5%, 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 financing its operations and capital requirements when it is considering domestic funding at the level of its sub-holding companies, otherwise; it is generally more convenient that its foreign operations would be financed directly through the Company because of better market conditions obtained by itself. Nonetheless, sub- holdings companies may decide to incur indebtedness in the future to finance their own 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 cash reserves and 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 banking 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 from 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. 79 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, 2017, 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, 2017. 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, 2017. Non-derivative financial liabilities: Notes and bonds Loans from banks Obligations under finance leases Derivative financial liabilities 2018 2019 2020 2021 2022 2023 and thereafter Ps. 9,961 4,915 49 (3,452) Ps. 7,828 1,239 39 26 Ps. 10,939 1,480 33 654 Ps. 3,574 4,917 16 190 Ps. 2,532 Ps. 97,602 414 - (4,831) 766 - 236 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 December 31, 2017 and 2016 is the carrying amounts (see Note 7). 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, 2017, 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. 80 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, 2017 and 2016 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 Other comprehensive income (loss): Exchange differences on translation of foreign operation Remeasurements of the net defined benefits liability Valuation of the effective portion of derivative financial instruments Capitalization of issued shares to former owners of Vonpar in Coca-Cola FEMSA Other acquisitions and remeasurments Contribution from non-controlling interest Equity instruments Dividends Share based payment Balance at end of the year Non controlling accumulated other comprehensive loss 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 Accumulated other comprehensive loss December 31, 2017 Ps. Ps. 82,366 4,255 86,621 December 31, 2016 Ps. 70,293 3,973 Ps. 74,266 2017 Ps. 74,266 (5,202) 7,240 7,349 30 (139) 2,867 (50) 11,072 - (3,622) 50 Ps. 86,621 2016 60,332 6,035 9,463 9,238 (63) 288 - 1,710 892 (485) (3,690) 9 74,266 Ps. Ps. 2015 Ps. 59,649 5,593 (2,999) (3,110) 75 36 - 1,133 250 - (3,351) 57 Ps. 60,332 December 31, 2017 December 31, 2016 Ps. Ps. 7,150 (274) 56 6,932 Ps. Ps. (199) (304) 195 (308) 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 (loss) 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, 2017 Ps. 55,657 230,020 55,594 89,373 Ps. 203,780 (11,654) 3,315 33,323 (10,890) (10,775) Ps. December 31, 2016 Ps. 45,453 233,803 39,868 110,155 Ps. 177,718 10,527 Ps. 27,171 32,446 (26,915) (9,734) 81 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, 2017 and 2016, the capital stock of FEMSA was comprised of 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, 2017 and 2016, 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, 2017 and 2016, 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. 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, 2017 amounted to Ps. 193,348. Dividends distributed to its stockholders who are individuals and foreign residents must withhold 10% for LISR purposes, which will be paid in Mexico. The foregoing will not be applicable when distributed dividends arise from the accumulated CUFIN balances as December 31, 2013. At an ordinary shareholders’ meeting of FEMSA held on March 19, 2015, the shareholders approved a dividend of Ps. 7,350 that was paid 50% on May 7, 2015 and other 50% on November 5, 2015; and a reserve for share repurchase of a maximum of Ps. 3,000. As of December 31, 2015, the Company has not repurchased shares. Treasury shares resulted from share-based payment bonus plan are disclosed in Note 17. 82 At an ordinary shareholders’ meeting of Coca-Cola FEMSA held on March 12, 2015, the shareholders approved a dividend of Ps. 6,405 that was paid 50% on May 5, 2015 and other 50% on November 3, 2015. The corresponding payment to the non-controlling interest was Ps. 3,340. At an ordinary shareholders’ meeting of FEMSA held on March 8, 2016, the shareholders approved a dividend of Ps. 8,355 that was paid 50% on May 5, 2016 and other 50% on November 3, 2016; and a reserve for share repurchase of a maximum of Ps. 7,000. As of December 31, 2016, 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 Coca-Cola FEMSA held on March 7, 2016, the shareholders approved a dividend of Ps. 6,945 that was paid 50% on May 3, 2016 and other 50% on November 1, 2016. The corresponding payment to the non-controlling interest was Ps. 3,621. At an ordinary shareholders’ meeting of FEMSA held on March 16, 2017, the shareholders approved a dividend of Ps. 8,636 that was paid 50% on May 5, 2017 and other 50% on November 3, 2017; and a reserve for share repurchase of a maximum of Ps. 7,000. As of December 31, 2017, 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 Coca-Cola FEMSA held on March 16, 2017, the shareholders approved a dividend of Ps. 6,991 that was paid 50% on May 3, 2017 and other 50% on November 1, 2017. The corresponding payment to the non-controlling interest was Ps. 3,622. For the years ended December 31, 2017, 2016 and 2015 the dividends declared and paid by the Company and Coca-Cola FEMSA were as follows: FEMSA Coca-Cola FEMSA (100% of dividend) 2017 Ps. 8,636 6,991 Ps. 2016 8,355 6,945 Ps. 2015 7,350 6,405 For the years ended December 31, 2017 and 2016 the dividends declared and paid per share by the Company are as follows: Series of Shares “B” “D” 2017 2016 Ps. 0.43067 0.53833 Ps. 0.41666 0.52083 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, 2017 and 2016. 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 national and international, currently rated AAA and A- respectively, which requires it to have a debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio lower than 1.5. 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 adjusted for the effects of dilutive potential shares (originated by the Company’s share based payment program). 83 Shares expressed in millions: Weighted average number of shares for basic earnings per share Effect of dilution associated with non-vested shares for share based payment plans Weighted average number of shares adjusted 2017 2016 2015 Per Series “B” Shares Per Series “D” Shares Per Series “B” Shares Per Series “D” Shares Per Series “B” Shares Per Series “D” Shares 9,243.14 8,631.57 9,242.48 8,628.97 9,241.91 8,626.69 3.29 13.14 3.94 15.74 4.51 18.02 for the effect of dilution (Shares outstanding) 9,246.42 8,644.71 9,246.42 8,644.71 9,246.42 8,644.71 Dividend rights per series (see Note 22.1) 100% 125% 100% 125% 100% 125% Weighted average number of shares further adjusted to reflect dividend rights Allocation of earnings, weighted Net Controlling Interest Income Allocated 9,246.42 46.11% 19,555 Ps. 10,805.89 53.89% 22,853 Ps. Ps. Note 24. Income Taxes 9,246.42 46.11% 10,805.89 53.89% 9,246.42 46.11% 9,748 Ps. 11,392 Ps. 8,154 Ps. 10,805.89 53.89% 9,529 On January 1, 2018, a tax reform became effective in Argentina. This reform reduced the income tax rate from 35.0% to 30.0% for 2018 and 2019, and then to 25.0% for the following years. In addition, such reform imposed a new tax on dividends paid to non-resident stockholders and resident individuals at a rate of 7.0% for 2018 and 2019, and then to 13.0% for the following years. For sales taxes in the province of Buenos Aires, the tax rate decreased from 1.75% to 1.5% in 2018; however, in the City of Buenos Aires, the tax rate increased from 1.0% to 2.0% in 2018, and will be reduced to 1.5% in 2019, 1.0% in 2020, 0.5% in 2021 and 0.0% in 2022. On January 1, 2018, a new tax reform became effective in the Philippines. This reform mainly (i) reduced the income tax rate imposed on individuals in approximately 65.0%, (ii) increased the income tax rate from 5.0% on net capital gains from the sale of shares traded on or outside the stock exchange that do not exceed $100,000 Philippine pesos and 10.0% when the sale of shares exceeded $100,000 Philippine pesos, to a general tax rate of 15.0% on net capital gains from the sale of shares traded outside of the stock exchange by companies and individuals that are resident and non-resident, (iii) imposed an excise tax of 6.00 Philippine pesos per liter for sweetened beverages using caloric and non-caloric sweeteners, except for high fructose corn syrup (HFCS), and 12.00 Philippine pesos per liter for sweetened beverages using HFCS, (iv) imposed the obligation to issue electronic invoices and electronic sales reports, and (v) reduced the time period for keeping books and accounting records from 10 years to three years. On January 1, 2017, a new general tax reform became effective in Colombia. This reform modifies the income tax rate to 33.0%, starting with a 34.0% for 2017 and then 33.0% for the next years. In addition, this reform includes an extra income tax rate of 6.0% for 2017 and 4.0% for 2018, for entities located outside free trade zone. Regarding taxpayers located in free trade zone, the special income tax rate increase to 20% for 2017. In 2016 the rate is 15.0%. Additionally, the supplementary income tax (9.0 %) the temporary contribution to social programs (5.0 % to 9.0 % for 2015 to 2018), and the tax on net equity which were included in tax reform 2015 were eliminated. For 2017, the dividends received by individuals that are Colombian residents will be subject to a withholding of 35.0%; the dividends received by foreign individuals or entities non-residents in Colombia will be subject to a withholding of 5.0%. Finally, regarding the presumptive income on patrimony, the rate increased to a 3.5% for 2017 instead of 3.0% in 2016. Starting in 2017, the Colombian general rate of value-added tax (VAT) increased to 19.0%, replacing the 16.0% rate in effect till 2016. During 2017, the Mexican government issued the Repatriation of Capital Decree which vas valid from January 19 until October 19, 2017. Through this decree, a fiscal benefit was attributed to residents in Mexico by applying an income tax of 8% (instead of the statutory rate of 30% normally applicable) to the total amount of income returned to the country resulting from foreign investments held until December 2016. Additionally, the Repatriation of Capital Decree sustains that the benefit will solely apply to income and investments returned to the country throughout the period of the decree. The resources repatriated must be invested during the fiscal year of 2017 and remain in national territory for a period of at least two years from the return date. 84 Also in Brazil, starting 2016 the rates of value-added tax in certain states will be changed as follows: Mato Grosso do Sul – from 17.0% to 20.0%; Rio Grande do Sul from 18.0% to 20.0%; Minas Gerais - the tax rate will remain at 18.0% but there will be an additional 2.0% as a contribution to poverty eradication just for the sales to non-taxpayer (final consumers); Rio de Janeiro - the contribution related to poverty eradication fund will be increased from 1.0% to 2.0% effectively in April; Paraná - the rate will be reduced to 16.0% but a rate of 2.0% as a contribution to poverty eradication will be charged on sales to non-taxpayers. Additionally in Brazil, starting on January 1st, 2016, the rates of federal production tax will be reduced and the rates of the federal sales tax will be increased. Coca-Cola FEMSA estimates of these taxes is 16.2% over the net sales. For 2017, we expected the average of these taxes will range between 15.0% and 17.0% over the net sales. On April 1, 2015, the Brazilian government issued Decree No. 8.426/15 to impose, as of July 2015, PIS/COFINS (Social Contributions on Gross Revenues) of 4.65% on financial income (except for foreign exchange variations). On January 1, 2015, a general tax reform became effective in Colombia. This reform included the imposition of a new temporary tax on net equity through 2017 to Colombian residents and non-residents who own property in Colombia directly or indirectly through branches or permanent establishments. The relevant taxable base will be determined annually based on a formula. For net equity that exceeds 5.0 billion Colombian pesos (approximately US$2.1 million) the rate will be 1.15% in 2015, 1.00% in 2016 and 0.40% in 2017. In addition, the tax reform in Colombia imposed that the supplementary income tax at a rate of 9.0% as contributions to social programs, which was previously scheduled to decrease to 8.0% by 2015, will remain indefinitely. Additionally, this tax reform included the imposition of a temporary contribution to social programs at a rate of 5.0%, 6.0%, 8.0% and 9.0% for the years 2015, 2016, 2017 and 2018, respectively. Finally, this reform establishes an income tax deduction of 2.0% of value-added tax paid in the acquisition or import of hard assets, such as tangible and amortizable assets that are not sold or transferred in the ordinary course of business and that are used for the production of goods or services. Some of these rules were changed again through a new tax reform introduced at the end of 2016 and be effective in 2017, as described below. On December 30, 2015, the Venezuelan government enacted a package of tax reforms that became effective in 2016. This reform mainly (i) eliminated the inflationary adjustments for the calculation of income tax as well as the new investment tax deduction, and (ii) imposed a new tax on financial transactions effective as of February 1, 2016, for those identified as “special taxpayers,” at a rate of 0.75% over certain financial transactions, such as bank withdrawals, transfer of bonds and securities, payment of debts without intervention of the financial system and debits on bank accounts for cross-border payments, which will be immediately withheld by the banks. Given the inherent uncertainty as to how the Venezuelan Tax Administration will require that the aforementioned inflation adjustments be applied, starting 2016 the Company decided to recognize the effects of elimination of the inflationary adjustments. 24.1 Income Tax The major components of income tax expense for the years ended December 31, 2017, 2016 and 2015 are: Current tax expense Deferred tax expense: Origination and reversal of temporary differences (Recognition) application of tax losses, net Change in the statutory rate Total deferred tax income 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 on cash flow hedges 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 recognized in OCI 2017 2016 2015 Ps. 18,801 Ps. 13,548 Ps. 9,879 (7,385) (823) (10) (8,218) Ps. 10,583 2017 Ps. (191) 387 (154) (1,465) Ps. (1,423) (3,947) (1,693) (20) (5,660) 7,888 2016 745 4,478 (49) (1,385) 3,789 Ps. Ps. Ps. 826 (2,789) 16 (1,979) 7,932 2015 93 1,699 49 193 2,034 Ps. Ps. Ps. 85 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, 2017, 2016 and 2015 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 Repatriation of capital benefit decree Non-deductible expenses (Non-taxable) income Hedge of a net investment in foreign operations Effect of changes in Venezuela tax law Income tax credits Philippines consolidation profit Venezuela desconsolidation effect Others Deferred Income Tax Related to: 2017 30.0% (6.2%) 0.4% 1.8% (20.2%) 2.4% - (1.4%) - (1.8%) (2.2%) 23.4% 0.3% 26.5% 2016 30.0% (2.4%) 0.6% 1.2% - 2.8% (0.4%) (2.2%) 3.6% (3.9%) - - (1.6%) 27.6% 2015 30.0% (1.3%) (1.5%) 0.4% - 3.3% (0.3%) - - - - - 0.8% 31.5% Consolidated Statement of Financial Position as of Consolidated Statement of Income Allowance for doubtful accounts Inventories Other current assets Property, plant and equipment, net (3) 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 Tax credits to recover (2) Accumulated other comprehensive income (1) Exchange differences on translation of foreign operations in OCI Other liabilities Deferred tax income Deferred tax income net recorded in share of the profit of associates and joint ventures accounted for using the equity method Deferred tax income, net Deferred income taxes, net Deferred tax asset Deferred tax liability Ps. December 31, 2016 December 31, 2017 (152) Ps. (172) Ps. (151) 101 (2,733) (6,989) 254 894 9,957 (965) 84 (3,500) (222) (351) (10,218) (2,308) 239 (112) 64 (471) (1,227) 257 201 9,376 (692) 255 (2,956) (3,450) (340) (8,889) (1,150) 537 2017 16 (1) 34 (2,537) (5,094) (155) 207 968 (217) (171) (557) (144) (11) (823) (705) (224) Ps. 2016 (17) Ps. (151) (80) 670 75 234 (1,506) 7,391 (34) 128 (411) (9,118) (29) (1,693) (1,150) - 2015 93 (14) 21 (314) 684 (52) 201 84 86 165 (8) 735 (43) (2,789) - - 7,168 (828) 7,694 59 (9,720) (15,853) Ps. 6,133 (1,016) (12,053) Ps. 11,037 - 1,220 - (113) Ps. (8,194) Ps. (5,589) Ps. (1,264) - 102 (24) (683) Ps. (8,218) Ps. (5,660) Ps. (1,947) (71) (1) Deferred tax related to derivative financial instruments and remeasurements of the net defined benefit liability. (2) Correspond to income tax credits arising from dividends received from foreign subsidiaries to be recovered within the next ten years accordingly to the Mexican Income Tax law as well as effects of the exchange of foreign currencies with a related and non-related parties. (3) As a result of the change in the application of the law, the Company recognized a deferred tax liability in Venezuela for an amount of Ps. 1,107 with their corresponding impact on the income tax of the year as disclosed in the effective tax rate reconciliation. As a result of the change in the application of the law, the Company recognized a deferred tax liability in Venezuela for an amount of Ps. 1,107 with their corresponding impact on the income tax of the year as disclosed in the effective tax rate reconciliation. The liability was derecognized in 2017 upon deconsolidation of Coca-Cola FEMSA’s Venezuelan operations. 86 Deferred tax related to Accumulated Other Comprehensive Income (AOCI) Income tax related to items charged or recognized directly in AOCI as of the year: Unrealized loss on derivative financial instruments Remeasurements of the net defined benefit liability Total deferred tax loss (income) related to AOCI The changes in the balance of the net deferred income tax asset are as follows: Initial balance Deferred tax provision for the year 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) Effects in equity: Unrealized loss on cash flow hedges Exchange differences on translation of foreign operations Remeasurements of the net defined benefit liability Retained earnings of associates Cash flow hedges in foreign investments Restatement effect of the year and beginning balances associated with hyperinflationary economies Deconsolidation of subsidiaries Ending balance 2017 641 (402) 239 2016 847 (306) 541 Ps. Ps. Ps. Ps. 2017 Ps. (1,016) (8,218) Ps. 2016 (2,063) (5,660) Ps. 2015 (2,635) (1,979) (67) (367) (83) (1,472) 131 (38) (540) 71 1,375 1,008 3,260 (479) (224) (618 ) 683 (161) 184 1,729 121 (396) - 1,689 261 Ps. (9,720) 2,314 - (1,016) 359 - (2,063) Ps. Ps. The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities related to income taxes are levied by the same tax authority. Tax Loss Carryforwards The subsidiaries in Mexico, Colombia and Brazil have tax loss carryforwards. The tax losses carryforwards and their years of expiration are as follows: Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 and thereafter No expiration (Brazil and Colombia) Tax Loss Carryforwards Ps. 665 98 111 116 122 479 86 410 10,681 16,719 Ps. 29,487 The Company recorded certain goodwill balances due to acquisitions 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, 2017, The Company 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 the related deferred tax assets have been fully recognized. 87 The changes in the balance of tax loss carryforwards are as follows: Balance at beginning of the year Reserved Additions Usage of tax losses Translation effect of beginning balances Balance at end of the year 2017 27,452 - 5,673 (3,157) (481) 29,487 Ps. Ps. 2016 Ps. 16,463 (2) 6,349 (168) 4,810 Ps. 27,452 There were no withholding taxes associated with the payment of dividends in either 2017, 2016 or 2015 by the Company to its shareholders. The Company has determined that undistributed profits of its subsidiarieswill 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. 41,915 (December 31, 2016: Ps. 41,204 and December 31, 2015: Ps. 44,082). 24.2 Recoverable taxes Recoverable taxes are mainly integrated by higher provisional payments of income tax during 2017 in comparison to prior year, which will be compensated during 2018. The operations in Guatemala, Panama, Philippines and Colombia are subject to a minimum tax, which is based primary on a percentage of assets and gross margin, except in the case of Panama. 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 (see Note 20) Others Total December 31, 2017 December 31, 2016 Ps. Ps. 9,116 3,947 16 13,079 Ps. Ps. 7,244 264 75 7,583 The carrying value of short-term payables approximates its fair value as of December 31, 2017 and 2016. 25.2 Provisions and other long term liabilities December 31, 2017 Ps. Ps. 12,855 458 1,233 14,546 December 31, 2016 Ps. 16,428 508 1,457 Ps. 18,393 December 31, 2017 Ps. Ps. 1,769 1,028 2,797 December 31, 2016 Ps. Ps. 6,403 917 7,320 Provisions Taxes payable Others Total 25.3 Other financial liabilities Derivative financial instruments (see Note 20) Security deposits Total 88 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, 2017 and 2016: Indirect taxes Labor Legal Total 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 (see Note 19) Contingencies added in business combination (1) Cancellation and expiration Payments Brazil amnesty adoption Effects of changes in foreign exchange rates Balance at end of the year 25.5.2 Labor Balance at beginning of the year Penalties and other charges New contingencies Contingencies added in business combination (1) Cancellation and expiration Payments Effects of changes in foreign exchange rates Venezuela deconsolidation effect Balance at end of the year 25.5.3 Legal Balance at beginning of the year Penalties and other charges New contingencies Contingencies added in business combination (1) Cancellation and expiration Payments Brazil amnesty adoption Effects of changes in foreign exchange rates Venezuela deconsolidation effect Balance at end of the year December 31, 2017 Ps. Ps. 6,836 2,723 3,296 12,855 December 31, 2016 Ps. 11,065 2,578 2,785 Ps. 16,428 December 31, 2017 December 31, 2016 December 31, 2015 Ps. Ps. 11,065 362 91 861 (796) (947) (3,321) (479) 6,836 Ps. Ps. 1,725 173 768 7,840 (106) (6) - 671 11,065 Ps. Ps. 2,271 21 84 - (205) (214) - (232) 1,725 December 31, 2017 December 31, 2016 December 31, 2015 Ps. Ps. 2,578 56 283 - (32) (92) (69) (1) 2,723 Ps. Ps. 1,372 203 397 500 (186) (336) 628 - 2,578 Ps. Ps. 1,587 210 44 - (102) (114) (253) - 1,372 December 31, 2017 December 31, 2016 December 31, 2015 Ps. Ps. 2,785 121 186 783 (16) (417) 7 (151) (2) 3,296 Ps. Ps. 318 34 196 2,231 (46) (81) - 133 - 2,785 Ps. Ps. 427 - - - (33) - - (76) - 318 (1) Coca-Cola FEMSA recognized an amount of Ps. 7,840 corresponding to tax claims with local Brazil IRS (including a contingency of Ps. 5,321 related to the deductibility of a tax goodwill balance). The remaining contingencies relate to multiple claims with loss expectations assessed by management and supported by the analysis of legal counsels as possible, the total amount of contingencies guaranteed agreements amounts to Ps. 8,081. During 2017, Coca-Cola FEMSA took advantage of a Brazilian tax amnesty program. The settlement of certain outstanding matters under that amnesty program generated a benefit of Ps. 1,874 which has been offset against the corresponding indemnifiable assets. 89 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, 2017 is Ps. 70,830. 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, most of which are related to its Brazilian operations, amounting to approximately Ps. 51,014, with loss expectations assessed by management and supported by the analysis of legal counsel consider as possible. Among these possible contingencies, are Ps. 12,346 in various tax disputes related primarily to credits for ICMS (VAT) and Ps. 33,217 related to tax credits of IPI over raw materials acquired from Free Trade Zone Manaus. Possible claims also include Ps. 4,787 related to compensation of federal taxes not approved by the IRS (Tax authorities) and Ps. 664 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. 6,272 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. 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, Coca-Cola FEMSA has been required by the tax authorities there to collateralize tax contingencies currently in litigation amounting to Ps. 9,433, Ps. 8,093 and 3,569 as of December 31, 2017, 2016 and 2015, 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, 2017, the Company has contractual commitments for finance leases for computer equipment and operating leases 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, 2017, 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 U.S. Dollars Others Ps. 6,553 26,098 25,131 Ps. 57,782 Ps. Ps. 426 3,145 280 3,851 Ps. 5,700 27,581 4,749 Ps. 38,030 Rental expense charged to consolidated net income was Ps. 9,468, Ps. 8,202 and Ps. 6,088 for the years ended December 31, 2017, 2016 and 2015, respectively. Future minimum lease payments under finance leases with the present value of the net minimum lease payments are as follows: 2017 Minimum Payments Present Value of Payments 2016 Minimum Payments Present Value of Payments Ps. Ps. 41 91 - 132 16 116 Ps. 34 82 - 116 - 116 32 Ps. 103 - 135 23 112 (68) 83 97 112 - 112 Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Total mínimum lease payments Less amount representing finance charges Present value of minimum lease payments 90 Note 26. Information by Segment The analytical information by segment is presented considering the Company’s business units (as defined in Note 1) based on its products and services, 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 renenues, 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. Coca-Cola FEMSA FEMSA Comercio FEMSA Comercio Retail Division Health Division FEMSA Comercio Fuel Division Ps. Ps. 203,780 Ps. 4,678 91,685 - - - - 8,810 887 - 154,204 198 58,245 - - - - 1,317 298 - 47,421 Ps. - 14,213 - - - - 685 23 - 38,388 Ps. - 2,767 - - - - 156 47 - CB Equity Other (1) Consolidation Adjustments Consolidated - Ps. - - - - - - - 23 - 35,357 Ps. 13,818 7,186 - - - - 2,359 2,491 - (18,694) Ps. (18,694) (3,828) - - - - (2,203) (2,203) - 460,456 - 170,268 16,512 111,456 34,741 33,959 11,124 1,566 6,342 a) By Business Unit: 2017 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 (7,162) 4,554 11,518 734 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) 60 - 11,657 1,714 11,500 285,677 144,968 14,612 5 - 4,403 296 642 68,820 49,696 8,563 956 434 - - 942 31 - 38,496 25,885 774 146 23 - - 118 18 - 4,678 4,091 291 30,000 (5,132) 4,472 9,970 (64) - 39,866 10,583 7,848 - - - 83,720 76,555 1,343 - 10 - 545 255 235 150,816 62,147 1,311 - - - - - (36,501) (36,501) (371) 7,923 37,206 17,665 2,314 96,097 588,541 251,629 25,180 (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. 91 2016 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, Coca-Cola FEMSA FEMSA Comercio FEMSA Comercio Retail Division Health Division FEMSA Comercio Fuel Division CB Equity Other (1) Consolidation Adjustments Consolidated Ps. 177,718 Ps. 4,269 79,662 - - - - 7,473 715 - Ps. 137,139 - 50,990 - - - - 809 246 - 43,411 Ps. - 12,738 - - - - 654 31 - 28,616 Ps. - 2,248 - - - - 109 37 - - Ps. - - - - - - - 20 - 29,491 Ps. 12,599 6,114 - - - - 1,580 1,229 - (16,868) Ps. (16,868) (3,548) - - - - (979) (979) - 399,507 - 148,204 14,730 95,547 1,157 5,909 9,646 1,299 3,728 14,308 3,928 11,046 719 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) 147 - 8,666 2,908 22,357 279,256 150,023 12,391 15 - 3,736 288 611 59,740 42,211 7,632 914 371 - - 855 8 - 35,862 24,368 474 182 16 - - 92 17 - 3,649 3,132 299 9 3 2,218 2,851 (121) - 28,556 7,888 6,342 - - - 105,229 108,976 7,132 - 3 - 360 630 404 90,429 64,876 1,671 - - - - - (32,289) (32,289) (312) 6,507 27,175 13,709 3,851 128,601 545,623 259,453 22,155 (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. 92 2015 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, Coca-Cola FEMSA FEMSA Comercio FEMSA Comercio Retail Division Health Division FEMSA Comercio Fuel Division CB Equity Other (1) Consolidation Adjustments Consolidated Ps. 152,360 Ps. 3,794 72,030 - - - - (6,337) 414 - Ps. 119,884 46 43,649 - - - - (612) 149 - 13,053 Ps. - 3,688 - - - - (148) 8 - 18,510 Ps. - 1,420 - - - - (78) 35 - - Ps. - - - - - - - 18 - 22,774 Ps. 11,152 5,334 - - - - (1,269) 1,067 - (14,992) Ps. (14,992) (2,942) - - - - 667 (667) - 311,589 - 123,179 11,705 76,375 423 (2,741) (7,777) 1,024 (865) 14,725 4,551 9,714 859 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) 155 - 7,144 1,443 17,873 210,249 101,514 11,484 (10) - 3,132 296 744 44,677 30,661 5,731 416 97 - - 204 (16) - 22,534 14,122 317 164 28 - - 63 17 19 3,230 2,752 228 8 2 208 2,395 (72) - 25,163 7,932 5,879 - - - 92,694 95,502 4,202 - 21 - 282 326 401 49,213 30,298 1,448 - - - - - (16,073) (16,073) (323) 6,045 23,276 10,825 2,066 111,731 409,332 167,476 18,885 (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. b) 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, Chile 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 Philippines commencing on February 1, 2017, started to consolidated in the Company financial statements. The Company’s results for 2017 reflect a reduction in the share of the profit of associates and joint ventures accounted for using the equity method, net of taxes, as a result of this consolidation (see Note 4.1.2). 93 Geographic disclosure for the Company is as follow: 2017 Mexico and Central America (1) Asia South America (2) Venezuela Europe Consolidation adjustments Consolidated 2016 Mexico and Central America (1) South America (2) Venezuela Europe Consolidation adjustments Consolidated 2015 Mexico and Central America (1) South America (2) Venezuela Europe Consolidation adjustments Consolidated Total Revenues Ps. 301,463 20,524 135,608 3,932 - (1,071) Ps. 460,456 Total Non Current Assets Ps. 176,174 17,233 130,225 1 83,720 - Ps. 407,353 Ps. 267,732 113,937 18,937 - (1,099) Ps. 399,507 Ps. 176,613 138,549 7,281 105,229 - Ps. 427,672 Ps. 228,563 74,928 8,904 - (806) Ps. 311,589 Ps. 158,506 67,568 3,841 92,694 - Ps. 322,609 (1) Central America includes Guatemala, Nicaragua, Costa Rica and Panama. Domestic (Mexico only) revenues were Ps. 288,783, Ps. 254,643 and Ps. 218,809 during the years ended December 31, 2017, 2016 and 2015, respectively. Domestic (Mexico only) non-current assets were Ps. 170,547 and Ps. 168,976, as of December 31, 2017, and December 31, 2016, respectively. (2) South America includes Brazil, Argentina, Colombia, Chile and Venezuela, although Venezuela is shown separately above. South America revenues include Brazilian revenues of Ps. 64,345, Ps. 48,924 and Ps. 39,749 during the years ended December 31, 2017, 2016 and 2015, respectively. Brazilian non-current assets were Ps. 89,137 and Ps. 97,127, as of December 31, 2017 and December 31, 2016, respectively. South America revenues include Colombia revenues of Ps. 17,545, Ps. 17,027 and Ps. 14,283 during the years ended December 31, 2017, 2016 and 2015, respectively. Colombia non-current assets were Ps. 18,396 and Ps. 18,835, as of December 31, 2017 and December 31, 2016, respectively. South America revenues include Argentina revenues of Ps. 13,938, Ps. 12,340 and Ps. 14,004 during the years ended December 31, 2017, 2016 and 2015, respectively. Argentina non-current assets were Ps. 3,052 and Ps. 3,159, as of December 31, 2017 and December 31, 2016, respectively. South America revenues include Chile revenues of Ps. 40,660 and Ps. 36,631 during the year ended December 31, 2017 and 2016, respectively. Chile non-current assets were Ps. 19,590 and Ps. 19,367, as of December 31, 2017 and 2016, respectively. Note 27. Future Impact of Recently Issued Accounting Standards not yet in Effect The Company has not applied the following standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective. IFRS 15, Revenue from Contracts with Customers In May 2014, the IASB issued the IFRS 15 Revenue from Contracts with Customers, which establishes a 5-step model to determine the timing and amount to be applied when recognizing revenues from contracts with costumers. The new standard replaces existing revenue recognition guidelines, including the IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes. The standard is effective for annual periods beginning on January 1, 2018 and its earlier adoption is permitted. The standard permits to elect between the retrospective method and modified retrospective approach. The Company plans to adopt the IFRS 15 in its consolidated financial statements on January 1, 2018 using modified retrospective approach (prospective method). The transition considerations that the Company takes into account by applying the modified retrospective approach (prospective method) in the adoption of the IFRS 15 involve the recognition of the cumulative effect of the adoption of the IFRS 15 as of January 1, 2018; consequently, there is no obligation under this method to restate the comparative financial information for the years ended December 31, 2016 and 2017, nor to adjust the amounts that arise as a result of the accounting differences between the current accounting standard IAS 18 and the new standard, IFRS 15. 94 The Company has conducted a qualitative and quantitative evaluation of the impacts that the adoption of the IFRS 15 will have in its consolidated financial statements. The evaluation includes, among others, the following activities: • Analysis of contracts with customers and their main characteristics; • Identification of the performance obligations included in such contracts; • Determination of the transaction price and the effects derived from variable consideration; • Allocation of the transaction price to each performance obligation; • Analysis of the timing when the revenue should be recognized, either at a point in time or over time, as appropriate; • Analysis of the disclosures required by the IFRS 15 and their impacts on internal processes and controls; and • Analysis of the potential costs of obtaining and fulfilling contracts with customers that should be capitalized in accordance with the requirements of the new IFRS 15. As of today, the Company has completed the analysis of the new standard and has concluded that there will be no significant impacts on the consolidated financial statements derived from the adoption of the IFRS 15. However, IFRS 15 provides presentation and disclosure requirements, which are more detailed than under current IFRS. The presentation requirements represent a significant change from current practice and significantly increases the volume of disclosures required in the consolidated financial statements. In 2017 the Company developed and started testing of appropriate systems, internal controls, policies and procedures necessary to collect and disclose the required information. As of December 31, 2017, the consolidated and business unit level accounting policies in regards to revenue recognition have been modified and submitted for approval of the Audit Committee of the Company, with the objective that these are fully implemented as of January 1, 2018, which will establish the new bases of accounting for revenues from contracts with customers under IFRS 15. Similarly, the Company has analyzed and evaluated the aspects related to internal control derived from IFRS 15 adoption, with the objective of ensuring that the Company’s internal control environment is appropriate for financial reporting purposes once the standard is adopted. IFRS 9, Financial Instruments IFRS 9 Financial Instruments, sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets and cash flow are managed. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale. IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with a forward-looking ‘expected credit loss’ (ECL) model. This will require considerable judgement about how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis. The new impairment model will apply to financial assets measured at amortized cost and FVOCI, except for investments in equity instruments, and to contract assets. Furthermore, IFRS 9 requires the Company to ensure that hedge accounting relationships are aligned with the Group’s risk management objectives and strategy and to apply a more qualitative and forward-looking approach to assessing hedge effectiveness. IFRS 9 also introduces new requirements on rebalancing hedge relationships and prohibits voluntary discontinuation of hedge accounting. IFRS 9 largely retains the existing requirements in IAS 39 for the classification of financial liabilities. This standard is effective for annual periods beginning on or after January 1, 2018 and the Company plans to adopt IFRS 9 in its consolidated financial statements on January 1, 2018. For Hedge Accounting, IFRS 9 will be adopted prospectively. Regarding Classification and Measurement, the Company will not reestablish financial information for the comparative year given that the business models of financial assets will not originate any accounting difference between the adoption and comparative year. Therefore the comparative figures under IFRS 9 and IAS 39 will be consistent. In relation to Impairment, the adoption approach will be prospective; however, financial information will not be reestablished for comparative periods (year ended December 31, 2017 and 2016). The Company performed a qualitative and quantitative assessment of the impacts of IFRS 9. The activities that have been carried out are: • Review and documentation of the business models for managing financial assets, accounting policies, processes and internal controls related to financial instruments. • Analysis of financial assets and the impact of the expected loss model required under IFRS 9. • Update of documentation of the hedging relationships, as well as the policies for hedge accounting, and internal controls. • Determination of the model to compute the loss allowances based on the Expected Loss model. • Analysis of the new disclosures required by IFRS 9 and its impacts on internal processes and controls for the Company. The Company has carried out an analysis for the business models that best suit the current management of its financial assets. 95 For classification and measurement and hedge accounting there were no significant changes identified, except those related to the documentation of the business model and their cash flow characteristics. There was also a need to update the hedge relationships documentation. Therefore, no significant impacts are expected in the financial information that require adjustments for the adoption of IFRS 9 in the consolidated financial statements in relation to the Classification, Measurement and Hedge Accounting. An analysis was carried out to determine the impact of the new Expected Loss model of financial assets to calculate the provisions that should be recorded. An increase is not expected for the provisions of financial assets under the new standard because the accounts receivable are characterized by recovering in the short term, which results in estimates of expected loss that converge to the provisions under IAS39. As of December 31, 2017, the Company has defined policies and procedures for the adoption of the new standard, strengthening the control of information, and has prepared Manuals and Processes for Operation, Management and Risk Management. IFRS 16, Leases In January 2016, the IASB issued IFRS 16 Leases, with which it introduces a unique accounting lease model for lessees. The lessee recognizes an asset by right of use that represents the right to use the underlying asset and a lease liability that represents the obligation to make lease payments. The standard is effective for the annual periods started on January 1, 2019. Early adoption is permitted for entities applying IFRS 15 on the initial application date. The Company plans to adopt the new IFRS 16 in its consolidated financial statements on January 1, 2019, using the modified retrospective approach (prospective method). The transition considerations required to be taken into account by the Company by the modified retrospective approach that it will use to adopt the new IFRS 16 involve recognizing the cumulative effect of the adoption of the new standard as from January 1, 2019. For this reason, the financial information will not be reestablished by the exercises to be presented (exercises completed as of December 31, 2017 and 2018). Likewise, as of the transition date of IFRS 16 ( January 1, 2019), the Company may elect to apply the new definition of “leasing” to all contracts, or to apply the practical file of “Grandfather” and continue to consider as contracts for leasing those who qualified as such under the previous accounting rules “IAS 17 – Leases” and “IFRIC 4 – Determination of whether a contract contains a lease”. Currently, the Company is conducting a qualitative and quantitative assessment of the impacts that the adoption of IFRS 16 will originate in its consolidated financial statements. The evaluation includes, among others, the following activities: • Detailed analysis of the leasing contracts and the characteristics of the same that would cause an impact in the determination of the right of use and the financial liabilities; • Identification of the exceptions provided by IFRS 16 that may apply to the Company; • Identification and determination of costs associated with leasing contracts; • Identification of currencies in which lease contracts are denominated; • Analysis of renewal options and improvements to leased assets, as well as amortization periods; • Analysis of the revelations required by the IFRS 16 and the impacts of the same in internal processes and controls of the Company; and • Analysis of the interest rate used in determining the present value of the lease payments of the different assets for which a right of use must be recognized. The main impacts at a consolidated level, as well as the business unit level are derived from the recognition of leased assets as rights of use and liabilities for the obligation to make such payments. In addition, the linear operating lease expense is replaced by a depreciation expense for the right to use the assets and the interest expense of the lease liabilities that will be recognized at present value. Based on the analysis carried out by the Company, FEMSA Comercio’s business units will particularly generate a significant effect on the Company’s consolidated financial statements as a result of the number of leases in effect as of the date of analysis, as well as an increase of them on daily basis. At the date of issuance of these consolidated financial statements, the Company still has not decided whether or not to use the optional exemptions or practical files that the new standard allows, so it is still in the process of quantifying the impact of the adoption of IFRS 16 on the consolidated financial statements of the Company. 96 Annual Improvements 2014-2016 Cycle (issued in December 2016) These improvements include: IFRS 2, Classification and Measurement of Share-based Payment Transactions The IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The amendments are effective for annual periods beginning on or after 1 January 2018, with early application permitted. The Company does not expect the effect of the amendments to be significant to its consolidated financial statements. IFRIC 22 Foreign Currency Transactions and Advance Consideration The Interpretation clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration. Entities may apply the amendments on a fully retrospective basis. Alternatively, an entity may apply the Interpretation prospectively to all assets, expenses and income in its scope that are initially recognised on or after: i) The beginning of the reporting period in which the entity first applies the interpretation; or ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the interpretation. The Interpretation is effective for annual periods beginning on or after 1 January 2018. Early application of interpretation is permitted and must be disclosed. However, since the Company’s current practice is in line with the Interpretation, the Company does not expect any effect on its consolidated financial statements. IFRIC 23 Uncertainty over Income Tax Treatment The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following: i) Whether an entity considers uncertain tax treatments separately; ii) The assumptions an entity makes about the examination of tax treatments by taxation authorities; iii) How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates; and iv) How an entity considers changes in facts and circumstances. An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Company is still in the process of quantifying the impact of the adoption of the IFRIC 23 in the consolidated financial statements. Note 28. Subsequent Events In January, 2018, Eduardo Padilla Silva replaced Carlos Salazar Lomelin as Chief Executive Officer. 97 GRI Content Index GRI Standard GRI Standard Content Index GRI Standard 102-02 102-04 102-06 102-07 102-08 Contents Answer or reference Activities, brands, products, and services Location of operations Markets served Scale of the organization Information on employees and other workers See inside front cover. General Disclosure See page 2 Our Presence. See pages 1-3. See page 3 Operational Overview. At the end of 2017, FEMSA had 295,027 employees. Employees by type of contract Business Unit FC FSB KOF • • • • • • • • • • • • ● Employees 20.3% ● Unionized 54.9% ● Outsourcing 5.4% ● Sales commissioners OXXO 19.4% Employees by gender ● Male ● Female 65.2% 34.8% • • • Employees by country / region ● Mexico ● Central America ● Colombia ● Brazil ● Argentina ● Chile ● Venezuela ● Philippines ● Other 71.0% 2.4% 4.3% 9.2% 1.0% 4.1% 1.9% 5.6% 0.5% Information gathered from internal sources. Percentages of employees by gender do not include 9% of FEMSA’s employees. 2 KOF: Coca-Cola FEMSA • FC: FEMSA Comercio • FNE: FEMSA Strategic Businesses GRI Standard 102-09 Contents Answer or reference Supply chain The supplier network of FEMSA and its Business Units consists of 53,992 suppliers, 98% of which are from the same country as the operation to which they supply services. Our value chain generated an economic flow of Ps.171,791.26 billion equivalent to US$ 8,704.73 million. 102-10 102-11 Significant changes to the organization and its supply chain Precautionary principle or approach 102-12 External initiatives Excludes: Suppliers of merchandise (OXXO merchandise), finished product, employees or sales representatives, donations, inter-company transfers, government offices, unions, information of operations of Solistica in Brazil and Coca-Cola FEMSA in the Philippines. See page 8 Dear Shareholders. Our risk management focus is aimed at detecting, measuring and evaluating risk, formulating strategies to control it and establishing follow-up measures to ensure that they function efficiently. This management entails specific responsibilities for FEMSA’s Board of Directors, through its Audit Committee, which is in charge of overseeing procedures for identifying contingencies, lawsuits and business risks, including environmental risks. To address the possible environmental impact of our operations, we have a Strategic Sustainability Framework, which includes the guideline pillar Our Planet, in order to minimize the environmental impact of our operations. Since 2005, FEMSA has adopted the 10 principles of the United Nations Global Compact, focused on the issues of human rights, labor conditions and the environment. We also continue to participate in efforts that promote the measurement of Greenhouse Gases and the development of capacities to identify opportunities and risks regarding climate change, among them: the GEI Mexico Program and Carbon Disclosure Project, in its Climate Change and Water version. Business Unit FC FSB KOF • • • • • • • • • • • • 3 Contents Answer or reference Business Unit FC FSB KOF GRI Standard 102-13 Membership of associations Some of the associations to which we belong: Argentina • Asociación de Fabricantes Argentinos de Coca-Cola (AFACC) • Cámara Argentina de la Industria de Bebidas sin Alcohol (CADIBSA) • Cámara de Comercio Argentino Mexicana (CCAM) • Coordinadora de las Industrias de Productos Alimenticios (COPAL) Brazil • Sindicato das Empresas de Transportes de Carga de São Paulo (SETCESP) • Associação Brazileira das Indústrias de Refrigerantes e de Bebidas Não Alcoólicas (ABIR) • Associação Brazileira de Indústria de Água Mineral (ABINAN/SINDNAN) • Associação Brasileira Pró-Desenvolvimento Regional Sustentável (ADIAL) Colombia • Asociación Nacional de Empresarios de Colombia (ANDI) • Asociación de Industriales de Tocancipá (ASIENORTE) Central America • American Chamber (AMCHAM) Costa Rica, Guatemala, Nicaragua and Panama • Cámara Comercio Costa Rica, Guatemala, Nicaragua y Panamá Philippines • Beverage Industry Association of the Philippines • Philippine Alliance for Recycling and Materials Sustainability Mexico • Cámara Nacional de la Industria de Transformación (CANACINTRA) • Confederación de Cámaras Industriales (CONCAMIN) • Confederación Patronal de la República Mexicana (COPARMEX) • Confederación de Cámaras Nacionales de Comercio, Servicios y Turismo (CONCANACO SERVYTUR) • Asociación Nacional de Tiendas de Autoservicio y Departamentales (ANTAD) • Consejo Coordinador Empresarial (CCE) • Comisión de Estudios para el Desarrollo Sustentable del Consejo Coordinador Empresarial (CESPEDES) • Consejo Mexicano de la Industria de Productos de Consumo (CONMEXICO) • Asociación Nacional de Productores de Refrescos y Aguas Carbonatadas (ANPRAC) • Asociación Nacional de Transporte Privado (ANTP) • Consejo Mexicano de Negocios • Consejo Consultivo del Agua • Ecología y Compromiso Empresarial, A. C. (ECOCE) • Bolsa Mexicana de Valores • Centro Mexicano para la Filantropía (CEMEFI) • Red SumaRSE • Iniciativa Gemi • Asociación de Embotelladoras Mexicanas de Coca-Cola A.C. • Consejo Mexicano de Asuntos Internacionales (COMEXI) • Fundación Mexicana para la Salud (FUNSALUD) Venezuela • Asociación de Industriales y Comerciantes de los Cortijos y los Ruices (ASICOR) • Asociación Nacional de Bebidas Refrescantes (ANBER) • Cámara de Comercio e Industria Venezolana Mexicana (CAVEMEX) International • American Beverage Associations (ABA) • • Alianza Latinoamericana de Asociaciones de la Industria de Alimentos y Bebidas (ALAIAB) • Consumer Goods Forum • Business International Advisory Council (BIAC) • Consejo Empresarial Alianza del Pacífico (CEAP) • RedEAmérica • Coporate EcoForum (CEF) • World Trade Organization (WTO) • World Economic Forum (WEF) • World Environment Center (WEC) • US Mexico Foundation • LLILAS Benson Latinamerican Center See page 8 Dear Shareholders. International Council of Beverage Associations (ICBA) • • • • • • 102-14 Statement from senior decision- maker 4 GRI Standard 102-15 Contents Answer or reference Key impacts, risks, and opportunities Some of our principal business risks are: Business Unit FC FSB KOF Coca-Cola FEMSA • Our business depends on its relationship with The Coca-Cola Company, and changes in this relationship may adversely affect our business, financial condition, results of operations and prospects. • Changes in consumer preferences and public concern about health issues could reduce the demand for some of our products. • Brand reputation or violations of brand ownership rights. • Negative or inadequate information on social media. • Competition could adversely influence our financial performance. • Water shortages or any failure to maintain existing concessions. • Increases in the prices of raw materials would increase our production costs. • Taxes and regulations in the regions where we operate. • Weather conditions may adversely affect our results. FEMSA Comercio • Competition from other retailers may affect our performance. • Impact on sales in economic conditions in the markets where we operate. • Significant changes in regulations or taxes. • Changes, failures or disruption of information technology systems. • Increase in electricity prices. • Likelihood of being unable to sustain the historic pace of growth. • Changes in energy and/or environmental regulations may affect the performance of FEMSA Comercio’s Energy Division. Risks relating to the countries where we operate: • Economic or political conditions. • Depreciation of local currencies. • Crime rates. • • • The Comprehensive Business Risk Management System is a tool used by senior management to manage, evaluate, control and monitor business-related risks. See pages 24 Our People and 37 Code of Ethics. For more information on the Code of Ethics, visit: http://ir.femsa.com/code_ethics.cfm • • • 102-16 102-17 Values, principles, standards, and norms of behavior Mechanisms for advice and concerns about ethics One of the mechanisms for ensuring compliance with the FEMSA Code of Business Ethics is our Whistleblower System, through which we can receive information on illegal practices, inappropriate conduct, or violations of the Code of Ethics detected in our operations. It is also used to identify possible risk situations of any kind, acts of corruption, privacy or human rights violations. This system, which is managed by an independent firm, is available 24/7, both for employees and stakeholders, by four different channels, all confidential and anonymous: phone, webpage, e-mail and chat. Complaints may cover issues ranging from labor or sexual harassment, discrimination, human rights violations, theft, corruption, improper use of information, negative impact on the community and the environment, among others. See page 34 Board of Directors. 102-18 102-19 102-20 102-22 Governance structure Delegating authority See page 34 Board of Directors. This is the highest body of governance at FEMSA, and its authority permeates and is distributed throughout the organization. See page 36 Executive Management. For more information on our management team, visit: http://www.femsa.com/en/ meet-femsa/corporate-governance/management-team/ See page 34 Board of Directors. Executive-level responsibility for economic, environmental, and social topics Composition of the highest governance body and its committees • • • • • • • • • • • • • • • 5 GRI Standard 102-23 102-24 102-25 Contents Answer or reference Business Unit FC FSB KOF Chair of the highest governance body Nominating and selecting the highest governance body See page 36 Executive Management. Board members are appointed by company shareholders in the Ordinary Annual Shareholders’ meeting. According to FEMSA’s bylaws, shareholders owning series B shares appoint a minimum of 11 regular board members, while series D shareholders appoint 5 regular members. Furthermore, shareholders may appoint alternative board members. Committee members are also appointed at the Ordinary Annual Shareholders’ Meeting and must be board members. Every member of the Audit Committee and Corporate Practices Committee is an independent board member, in keeping with the Securities Market Act and the applicable provisions of the NYSE. (for more information: see http://ir.femsa.com/documents.cfm) • • • • • • Conflicts of interest The Corporate Practices Committee is responsible for preventing or reducing the risk of transactions that could damage the value of our company or that benefit a particular group of shareholders. The committee may call a shareholders’ meeting and include matters on the agenda for that meeting that it deems appropriate, approve policies on the use of our company’s assets or related party transactions, approve the compensation of the chief executive officer and key executives, and support the board of directors in drafting reports on the accounting and reporting policies and criteria followed in preparing financial information. 102-26 102-27 Role of highest governance body in setting purpose, values, and strategy Collective knowledge of highest governance body 102-28 Evaluating the highest governance body’s performance 102-29 102-30 102-31 102-32 102-33 102-35 Identifying and managing economic, environmental, and social impacts Effectiveness of risk management processes Review of economic, environmental, and social topics Highest governance body’s role in sustainability reporting Communicating critical concerns Remuneration policies Each member of the Corporate Practices Committee is an independent director, as required by the Mexican Securities Market Act. For more information, see: http://ir.femsa.com/corporate-governance-document. cfm?DocumentID=412 See page 36 Executive Management. For more information on our management team, visit: http://www.femsa.com/en/ meet-femsa/corporate-governance/management-team/ The Committees of the Board of Directors are established as a mechanism of assisting the Board of Directors in its functions and to support it in making decisions on various issues, whether economic, social or environmental. Board Committees may ask board members, directors, employees, external consultants, or others, to attend meetings or to meet with one or more of its members to provide relevant information as necessary. At FEMSA, the members of the management team as well as the rest of the employees establish goals and targets based on their contribution level and responsibilities; progress is tracked against these goals at least four times a year. This evaluation is carried out in conjunction with the employee’s direct superior, which permits an open, close and ongoing dialogue to ratify or correct strategies followed to achieve the established goals and generate economic and social value in a manner consistent with our vision. The management team keeps track of the main risks to which FEMSA and its Business Units are exposed. Each Business Unit is responsible for identifying and tracking internal and external business risks, including social and environmental risks. Business Units establish measures to mitigate and manage risks, which are validated in the annual risk identification process. The Management Team and the Business Units conduct a strategic planning review at least four times a year, discussing the present business risks and opportunities, and any social and environmental issues that may arise. The Sustainability Department is responsible of providing sustainability information for the Annual Report. See page 34 Corporate Governance. Board Member compensation is approved in the General Shareholders’ Meeting. The compensation policy for senior management is reviewed by the Corporate Practices Committee, based on compensation in the industry and/or historic practices and compensation levels at FEMSA. 6 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • GRI Standard 102-36 102-40 102-41 102-42 Contents Answer or reference Business Unit FC FSB KOF Process for determining remuneration List of stakeholder groups Collective bargaining agreements Identifying and selecting stakeholders See standard 102-35. At FEMSA we have various stakeholders with whom we engage, among them nonprofit organizations, investors, industry, specialized institutions, government, consumers, clients, suppliers, employees, society and the media. Of our total work force (221,789 of our own employees), 73% belong to a union, all of which are covered by a contract, agreement or collective agreement. Every year, since 2014, we approach our stakeholders for their input on our Sustainability actions. By the end of 2016, we carried out an exercise in conjunction with The Partnering Initiative to strengthen the process and improve understanding of our stakeholders. • • • • • • • • • This process included interviews with various areas of the company that interact with FEMSA’s different stakeholders, and an industry-wide analysis of how the various stakeholder groups are served. • • • 102-43 Approach to stakeholder engagement 102-44 102-45 Key topics and concerns raised Entities included in the consolidated financial statements 102-46 Defining report content and topic boundaries 102-47 102-48 List of material topics Restatements of information This led us to develop a proposal for our main shareholders, aligned with FEMSA’s Strategic Sustainability Framework, on the basis of which an engagement proposal is developed. We have approached our stakeholders for their input on our Sustainability Report and the actions reported in it. In addition to the consultations focused on the report, throughout the year we interacted individually with each group, through mechanisms such as surveys, conferences, breakfasts, work groups, among others. We continue to act on the basis of the results obtained in 2016, where we identified a need to continue strengthening communication and synergies in the area of sustainability, in keeping with our business strategy. The entities covered in our consolidated financial statements are: • FEMSA Servicios • Coca-Cola FEMSA • FEMSA Comercio • FEMSA Strategic Businesses The sustainability content of this report is based on the issues defined as material in our Strategic Sustainability Framework. We have followed the GRI Standards Guidelines, and its reporting principles (stakeholders' inclusion, sustainability context, materiality and exhaustivity) in preparing this table and the sustainability section. The information contained in this document is provided on a good-faith basis, with the intention of broadening understanding of the organization’s non-financial performance. Although the information is considered to be correct at the time of publication, we cannot accept responsibility for any loss or damage caused by a person or organization acting or refraining from acting as a result of the information contained herein. See page 22 Sustainability. Based on our regular process of internally verifying information, we found that we had counted consumption of renewable energy at Coca-Cola FEMSA in Mexico twice for the years 2014 and 2015. Restating those figures results in a reduction in total energy consumption reported for those years. The new updated values are 8,036,777 GJ (2014) and 8,184,713 GJ (2015). 102-49 Changes in reporting There are no significant changes in the scope and material aspects addressed in the sustainability section and GRI table, compared to previous reports. As of this year, the GRI Content Index was based on the GRI Standards. 102-50 Reporting period The information from the section on materiality and the GRI table in this annual report covers the period from January 1 to December 31, 2017 and corresponds to FEMSA and its Business Units only. It does not include the performance of Heineken because, since 2010, FEMSA has only an equity stake--not an operating influence--in that business. Businesses that were acquired less than a year ago are not included in the sustainability information. • • • • • • • • • • • • • • • • • • • • • • • • 7 Contents Answer or reference GRI Standard 102-51 102-52 Date of most recent report Reporting cycle 102-53 Contact point for questions regarding the report 102-54 Claims of reporting in accordance with the GRI standards The last report published was for fiscal year 2016, published in 2017. The information from the section on materiality and the GRI table in this annual report covers the period from January 1 to December 31, 2017 and corresponds to FEMSA and its Business Units only. It does not include the performance of Heineken, because since 2010, FEMSA has only an equity stake--not an operating influence--in that business. Businesses that were acquired less than a year ago are not included in the sustainability report. Sustainability Víctor Manuel Treviño Vargas Gabriel Adrián González Anaya Phone: 52 (55) 5249 6800 sostenibilidad@femsa.com.mx This report has been prepared in accordance with the GRI Standards, Comprehensive option, and the materiality standards have been independently reviewed by EY Mexico (see verification letter at the end of this GRI Content Index). The information contained in this document is provided on a good-faith basis, with the intention of broadening understanding of the organization’s non-financial performance. Although the information is considered to be correct at the time of publication, we cannot accept responsibility for any loss or damage caused by a person or organization acting or refraining from acting as a result of the information contained herein. 102-55 102-56 GRI content index This table reports on the GRI Content Index. External assurance Independent Verification Letter. Management focus 103-1 103-2 201-1 201-2 Explanation of the material topic and its boundary The management approach and its components Direct economic value generated and distributed Financial implications and other risks and opportunities due to climate change 201-3 Defined benefit plan obligations and other retirement plans 204-1 Proportion of spending on local suppliers The Strategic Sustainability Framework defines material issues as those in which internal and external stakeholders consider FEMSA or its Business Units as capable of impacting them either positively or negatively. See page 22. See page 22 Sustainability. See page 4 Value Creation Highlights. Economic Risks: • Changes in the availability of natural resources. • Greater likelihood of excess precipitation or drought. • Increase in average temperature. • Change in the behavior of meteorological phenomena. Consequences: • Reduction or impact on production capacity. • Increase in operating costs. Employees receive the benefits established by law, and incentives in keeping with their performance. 100% of our full‐time and temporary employees receive at least the benefits required by law. In Mexico, the Savings Fund covers 100% of employees and FEMSA contributes with a percentage. 100% of our employees are eligible for the Voluntary Retirement Savings Plan, and together with FEMSA contribute an additional percentage. The percentage of expenses corresponding to local suppliers in 2017 was 86.75%. Local suppliers are defined as suppliers from the country where the purchase is made. Excludes: Suppliers of merchandise (OXXO suppliers), finished product, employees or sales representatives, donations, inter-company transfers, government offices, unions, information of operations of Solistica in Brazil and Coca-Cola FEMSA in the Philippines. 8 Business Unit FC FSB KOF • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • GRI Standard 205-1 205-2 205-3 206-1 Contents Answer or reference In all of our operations, we encourage and facilitate the detection of illegal practices and/or inappropriate conduct, through open communication and formal mechanisms introduced in accordance with the provisions of our Code of Ethics, and we promptly report on any violations of it. The Whistleblower System is a formal mechanism introduced in all the Business Units that provides an open channel for people to notify the company of illegal practices or inappropriate conduct detected anywhere in our organization. See page 37 Code of Ethics. Our Code of Ethics also requires us to comply with the laws on fair competition in all the countries where we operate. Operations assessed for risks related to corruption Communication and training about anti- corruption policies and procedures Confirmed incidents of corruption and actions taken Legal actions for anti-competitive behavior, anti-trust, and monopoly practices 301-1 301-2 Materials used by weight or volume Recycled input materials used Environmental Used materials (Metric tons) Total packaged materials amounted to 518,319 metric tons. 2017 2016 2015 2014 518,319 515,095 359,520 309,906 ● Plastic 7.8% ● PET 56.9% ● Paper and cardboard 35.3% ● Virgin material 64.9% ● Recycled material 34.4% ● Biopolymer 0.7% 301-3 302-1 Reclaimed products and their packaging materials Energy consumption within the organization Does not include information of Solistica and Imbera. See standard 301-2. Direct consumption of stationary energy (GJ) 2017 2016 2015 2014 2,243,677 2,144,534 2,694,817 2,682,630 Indirect consumption of stationary energy (GJ) 2016 10,340,135 2016 2015 2014 8,803,031 8,418,810 8,246,774 Argentina Brazil Colombia Costa Rica Philippines Guatemala Mexico Nicaragua Panama Venezuela Argentina Brazil Colombia Costa Rica Philippines Guatemala Mexico Nicaragua Panama Venezuela 6.21% 16.95% 10.47% 2.71% 17.94% 1.61% 37.25% 1.62% 1.14% 4.10% 1.27% 3.48% 1.93% 0.37% 4.23% 0.26% 86.71% 0.42% 0.28% 1.05% 302-2 Energy consumption outside of the organization Indirect consumption of FEMSA Comercio for November and December are estimated. 6,416,235.25 GJ in Mexico. *This indicator includes only fuel consumption by our clients through the use of our fleet. ** Coca-Cola FEMSA information is estimated. *** The scope of the information is only for Mexico. Business Unit FC FSB KOF • • • • • • • • • • • • • • • • • • • • • • • • • • 9 GRI Standard 302-3 Contents Answer or reference Energy intensity Intensive direct and indirect consumption of energy (GJ/ total FEMSA revenues in Ps. million) ● Indirect 1 ● Direct mobile 2 ● Direct stationary 3 31.3 19.28 10.18 2014 27.02 17.34 8.65 2015 22.03 13.05 5.37 2016 22.46 13.93 4.87 2017 Business Unit FC FSB KOF • • • 302-4 302-5 Reduction of energy consumption Reductions in energy requirements of products and services 1. Includes stationary consumption of non-renewable sources. 2. Includes fuel consumption by company-owned units. 3. Includes consumption from indirect renewable and non-renewable sources. At Coca-Cola FEMSA, we have the goal of supplying 85% of the Mexican manufacturing power consumption with clean energy sources by 2020, and we were 57% of the way toward that goal at the close of 2017. In our operations in Brazil, 100% of the electrical energy supplied comes from clean sources. • • FEMSA Comercio continued installing the Smart Automation and Energy Control System in different workplaces. By the end of 2017, 13,944 OXXO stores, 16 Distribution Centers and 17 offices in Mexico have installed this system, which uses sensors, alarms and controls for regulating refrigeration equipment, air conditioning and lighting circuits. Additionally, 23% of our OXXO stores are supplied with clean energy. 4 4 9 3 1 , 0 3 4 2 1 , 6 0 1 , 1 1 2 0 0 0 1 , • • 2014 2015 2016 2017 OXXO Stores operating with the Smart Automation and Energy Control System 303-1 Water withdrawal by source See page 26 Our Planet. Breakdown of water consumption by source FEMSA water consumption: 37.6 million m3 2017 2016 2015 2014 65.0 67.6 64.8 64.1 33.7 27.8 32.4 33.3 1.3 4.6 2.7 2.6 • • • ● Ground ● Supply ● Surface Does not include information on FEMSA Comercio from 2015 through 2016. We have wastewater treatment plants at 100% of our bottling plants. • Direct and indirect greenhouse gas emissions Metric tons of CO2e (stationary and indirect) 2017 2016 2015 2014 1,177,584 1,050,751 1,266,732 1,207,727 Argentina Brazil Colombia Costa Rica Philippines Guatemala Mexico Nicaragua Panama Venezuela 1.49% 2.22% 1.35% 0.36% 6.26% 0.36% 86.28% 0.59% 0.29% 0.80% • • • 303-3 305-1 305-2 Water recycled and reused Direct (Scope 1) GHG emissions Energy indirect (Scope 2) GHG emissions 10 GRI Standard 305-3 Contents Answer or reference Business Unit FC FSB KOF Other indirect (Scope 3) GHG emissions Metric tons of CO2e from employee flights 2017 2016 2 2015 1 2014 16,227 14,011 8,857 8,299 • • • 1. Does not include 206 routes on which data was not available, and which represent 1% of total flights. 2. Routes are calculated based on the International Civil Aviation Organization calculator. Takes into account organic and non‐organic growth of the organization. 305-4 GHG emissions intensity Total intensive emissions Scope 1 (stationary) + Scope 2 Metric tons of CO2e/total FEMSA revenues in Ps. million ● S1 Stationary 1 ● S1 Mobile 2 ● S2 3 3.80 1.38 0.78 2014 3.31 1.28 0.75 2015 2.08 0.96 0.55 2016 2.17 0.80 0.39 2017 1. Includes stationary consumption of non-renewable sources. 2. Includes fuel consumption by company-owned units. 3. Includes fuel consumption of indirect renewable and non-renewable sources. At Coca-Cola FEMSA, we work to reduce the energy consumption of our products, benefiting our consumers and the environment. Over the past 12 years, we have succeeded in reducing the energy requirement of our main equipment by 44%. We are focusing efforts on our goal of using environmentally-friendly refrigerant gases in 80% of the equipment we make, by the year 2021. In 2017, we achieved a 30% reduction (compared to 2014) in the use of R134 and 141B refrigerant gases. To reduce our CO2e emissions, we have implemented several initiatives, such as the use of recycled resin and bioPET, renewable energy consumption, initiatives for PET lightweighting and improved energy consumption in our manufacturing plants, which have achieved significant benefits and savings. Thanks to the renewable electrical energy supplied by wind farms to FEMSA, in 2017 we avoided the emission of 280,133 metric tons of CO2, and since August 2015 we have avoided the emission of more than 500,000 metric tons of CO2 (see Page 26, Our Planet). Discharge of wastewater by quality and destination 305-5 Reduction of GHG emissions 306-1 Water discharge by quality and destination • • • • • • ● WWTP owned 92.5% ● WWTP local 7.5% • WWTP: Wastewater treatment plant. 100% of our water discharge is sent to a WWTP (local or owned). 11 Business Unit FC FSB KOF • • • • • • • GRI Standard 306-2 306-4 Contents Answer or reference Waste by type and disposal method Transport of hazardous waste Waste generated Metric tons 2017 2016 2015 2014 166,604 209,318 202,479 212,346 307-1 308-1 308-2 Non-compliance with environmental laws and regulations New suppliers that were screened using environmental criteria Negative environmental impacts in the supply chain and actions taken All hazardous waste is channeled to companies that specialize in its correct handling and disposal. Does not include wood waste by FEMSA Comercio. At FEMSA, we have processes for complying with the environmental laws that apply to our operations. As of today, we have conducted 735 supplier evaluations for issues of human rights, the environment and labor practices, 538 of them according to FEMSA's Supplier Guiding Principles since 2014, and 197 according the The Coca-Cola Company principles since 2013. *The information provided applies only to Coca-Cola FEMSA. With the support of Trucost, in 2017 we carried out the excercise to quantify the environmental impact of our direct and supply chain operations, extending the process to our supply of raw materials. • • • 401-1 New employee hires and employee turnover In 2017, we hired a total of 178,089 new employees. Social 1. New hires by gender: ● Male ● Female 52% 48% 2. New hires by age group: • • • ● 18-34 ● 35-44 ● 45 and over 77% 14% 9% Does not include information of IMBERA and PTM. 12 GRI Standard 401-2 Contents Answer or reference Benefits provided to full-time employees that are not provided to temporary or part-time employees These are some of the benefits our employees enjoy: • Annual bonus. • Complementary annual compensation. • Savings fund. • Scholarships. Additionally, through Sociedad Cuauhtémoc y Famosa (SCYF) in Monterrey, Nuevo León, Mexico, we offer comprehensive development programs for our employees, along with medical care, recreation, food and financial services, to promote a culture of work and savings that encourages family stability. 401-3 Parental leave Benefits are offered to full-time as well as temporary employees. The return work rate after the parental leave in 2017 was 92% for men and 67% for women. 403-2 Types of injury and rates of injury, occupational diseases, lost days, and absenteeism, and number of work- related fatalities 403-3 403-4 404-1 404-2 Workers with high incidence or high risk of diseases related to their occupation Health and safety topics covered in formal agreements with trade unions Average hours of training per year per employee Programs for upgrading employee skills and transition assistance programs This information does not include data for Imbera or PTM. In 2017, the index of days lost due to work-related incidents per 100 workers was reduced from 40.36 days in 2016 to 28.56 in 2017, which is a 29% improvement in that period. The accident frequency rate / Accident Index was reduced by 1.4% from 2.13 in 2016 to 2.10 in 2017. The index of days lost due to general illness increased 2% from 332 to 338 days for every 100 workers, due mainly to increases in Brazil and Mexico. The general illness incidence index decreased by 14%, from 47.25 cases per 100 workers to 40.7 in 2017. In 2017, there were five work-related fatalities among our employees (four in Mexico and one in Colombia). Of these, two were the result of social violence (crime) and the other three were transit accidents. The work-related illness rate (WRIR) was 0.03 for every 100 workers, and 70% of these cases were in Mexico and Colombia. In line with global labor safety and health indicators and practices, we are migrating to indicators based on work-hours, with the following results: index of days lost due to work-related accidents, 24.75; accident frequency rate, 1.79; days lost due to general illness 287.89; general illness cases 34.67; work-related illness rate (WRIR) 0.026; and Lost Time incident Rate (LTIR) 1.819. For the company, creating safe and healthy working conditions is a crucial part of our Occupational Health and Safety policy, so it includes all people. Separating accident and fatality indicators by gender makes no difference in implementation of preventive and corrective measures in the various Occupational Health and Safety Systems of FEMSA’s Business Units. Through our Occupational Health Management Model and 20 preventive programs, we promote and maintain the highest level of physical, mental and social wellness in all of our Business Units, by encouraging our employees to adopt healthy lifestyles, minimizing the risk of work-related illness and complying with the laws of all the countries where we operate. Our collective bargaining agreements include a commitment to fulfill occupational health and safety obligations, prevent accidents through mixed committees and provide safety equipment consistent with the duties performed. Employees of FEMSA and its Business Units received an average of 33.9 hours of training in 2017. Does not include information of IMBERA and PTM. The comprehensive development of our employees, both professionally and personally, is of the utmost importance to FEMSA. We maintain a number of programs to pursue this objective, for example through Sociedad Cuauhtémoc y Famosa (SCYF) in Monterrey, México, we support programs to help employees transition to retirement through the Life and Development Program (PLAVIDE). The program is designed for employees approaching retirement, along with their partners, to prepare for this new phase, understanding it as a natural process in life. For more information on this standard, see Page 24, Our People. Business Unit FC FSB KOF • • • • • • • • • • • • • • • • • • • • • 13 Contents Answer or reference Business Unit FC FSB KOF Percentage of employees receiving regular performance and career development reviews Diversity of governance bodies and employees Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk Operations and suppliers at significant risk for incidents of child labor Operations and suppliers at significant risk for incidents of forced or compulsory labor Security personnel trained in human rights policies or procedures Operations that have been subject to human rights reviews or impact assessments Employee training on human rights policies or procedures Significant investment agreements and contracts that include human rights clauses or that underwent human rights screening Operations with local community engagement, impact assessments, and development programs New suppliers that were screened using social criteria As part of our talent management, during the year, 23,350 employees received individual performance and professional development evaluations. Structure of Board of Directors, See page 34; See standard 102-08. FEMSA has a policy of respecting employees' freedom of association and union affiliation; and their right to create or join a union, voluntarily and freely, without fear of reprisals or intimidation. In our work centers and among our significant suppliers, we have identified no threats or violations of the freedom of association and right to adhere to collective bargaining contracts. In every country where we operate, FEMSA has a policy of operating in keeping with national and international laws regarding minimum hiring age and working conditions. • • • • • • • • • • • • For FEMSA, human beings are the fundamental factor in the organization, and must be treated with dignity. Accordingly, we prohibit any form of labor that is not mutually agreed upon, and we reject all types of unpaid work, servitude, slavery or withholding of documents as a condition of employment. • • • 80% of our security personnel received human rights training in 2017. This percentage does not include security personnel from FEMSA Comercio, Imbera and PTM. • • At FEMSA we have a Workplace Information System through which each work center can conduct a self-evaluation that includes specific human right issues. To date, no potential impacts have been identified. Also, at Coca-Cola FEMSA, operations are audited by an external party for issues relating to human rights, among others. See standard 404-1. FEMSA’s Code of Ethics is one of the ways we give our unconditional support to a sense of respect, honesty and integrity in our organization. These values are an essential part of our corporate culture, and enable us to ensure our businesses are properly managed. The Code encourages all our suppliers to follow good human rights practices, and we provide every supplier of goods and services a copy of our Supplier Guiding Principles.  See page 28 Our Community. See standard 308-1.  • • • • • • • • • • • • • GRI Standard 404-3 405-1 407-1 408-1 409-1 410-1 412-1 412-2 412-3 413-1 414-1 14 Contents Answer or reference Business Unit FC FSB KOF GRI Standard 417-1 Requirements for product and service information and labeling 417-2 417-3 418-1 419-1 Incidents of non-compliance concerning product and service information and labeling Incidents of non-compliance concerning marketing communications Substantiated complaints concerning breaches of customer privacy and losses of customer data Non-compliance with laws and regulations in the social and economic area To enable our consumers to make informed dietary decisions across every one of our operations, our product labels include easy-to-access nutritional content information, including the nutrients, fats, sugar, sodium, and calories in each of our products.  Calculated on the basis of a two-thousand-calorie diet, our nutritional labeling strategy is based on recommended Dietary Daily Allowance Guidelines and on applicable regulations in each country.  As part of our commitment to the wellbeing of our consumers, our advertising adheres to The Coca-Cola Company’s Responsible Marketing Policy and Global School Beverage Guidelines. We do not market any of our products directly to children under the age of 12 and also we don’t  place any of our brands’ marketing in any media that directly targets children under 12—media in which 35% or more of the audience is composed of children under 12.  We further voluntarily refrain from offering our caloric beverages for sale in primary and secondary schools.  In this and other ways, we underscore our devotion to the healthy habits of our consumers. Furthermore, to ensure that our products comply with the highest quality standards— including ISO-9001 and ISO-22000 certifications—our manufacturing processes adhere to the Coca-Cola Operation Requirements (KORE) and to the Food Safety Management System.  Accordingly, we guarantee the quality of our products throughout our plants’ production chain, which are in turn certified in food safety through the Food Safety System Certification 22000 (FSSC 22000). There were no monetary fines and/or sanctions relating to non-compliance with laws or regulations or voluntary codes regarding information or labeling of products and services. There were no incidents relating to non-compliance with regulations on marketing communications, including advertising, promotion and sponsorship. There were no claims of violation of privacy for our clients, or loss of client data. There were no incidents relating to non-compliance with social or environmental laws. • • • • • • • • • • • • • 15 Independent Limited Verification Report Av. Ejército Nacional 843-B Antara Polanco 11520 México, D.F. Phone: +55 5283 1300 Fax: +55 5283 1392 ey.com/mx To the Board of Directors of Fomento Económico Mexicano, S.A.B de C.V.: Independent Limited Verification Report Scope of our Work We have undertaken an independent limited verification of the information and performance indicators included in Exhibit A and presented in the 2017 Annual Report (the “Report”) of Fomento Económico Mexicano (“FEMSA” or the “Company”), in accordance with the reporting criteria set forth in the GRI Standards (the “Criteria”). The preparation of this report is the responsibility of FEMSA’s Management. FEMSA’s Management is also responsible for the information and the assertions contained therein, defining the scope of the Report and the management and control of the information systems that provided the information reported. Our work was conducted in accordance with International Standard on Assurance Engagements (ISAE) 3000 issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC). This standard requires that we plan and perform our engagement to obtain limited assurance about whether the report is free from material misstatement and that we comply with ethical requirements, including the independence requirements included in the Code of Ethics of the International Ethics Standards Board for Accountants (IESBA). Standards and verification procedures The verification procedures we performed focused on the following:  Interviews with the individuals responsible for the information in order to understand the activities performed and the procedures used to gather the information.  Review of the structure and content of the Report in accordance with the GRI Standards.  Understanding of the procedures used in compiling and consolidating quantitative and qualitative data, as well as their traceability.  Review of the support documentation through analysis and recalculations, as well as sampling, to have more certainty of the indicators reported. It is worth mentioning that the scope of this review is substantially less than a reasonable assurance engagement. Therefore, the assurance provided is also less. This Report shall in no way be considered to be an audit report. The information and performance indicators that were verified are the following 102-4 102-18 102-26 102-31 102-46 102-15 102-19 102-27 102-41 102-48 102-16 102-20 102-28 102-42 102-17 102-22 102-29 102-45 103-1 103-2 204-1 301-1 301-2 302-3 303-1 305-4 401-2 404-2 - - - - - - - - - Total number of employees Total number of employees by labor contract Total number of employees by gender Total number of employees by region Direct stationary energy consumption Indirect energy consumption Direct and indirect GHG emissions (scope 1 and 2) Indirect GHG emissions due to business trips (scope 3) Percentage of water discharged by destination A Member Practice of Ernst & Young Global Limited 16 - - - - - - - - Total tons of waste generated Number of suppliers assessed on issues regarding human rights, the environment, and labor practices Number of new hires Accident rate General illness rate Average number of training hours Number of employees with performance assessments Number of work centers enabled with the Model for Addressing Risks and Relations with the Community (MARRCO) Conclusions Based on our work described in this Report, nothing has come to our attention that causes us to believe that the information and performance indicators selected are not presented, in all material respects, in accordance with the applicable criteria. This report has been exclusively prepared for the Board of Directors of Fomento Económico Mexicano, S.A.B. de C.V., in accordance with the terms of our engagement agreement. Mancera, S.C. A Member Practice of Ernst & Young Global Limited Saúl García Partner February 21, 2018; Mexico City A Member Practice of Ernst & Young Global Limited 17 Exhibit A: Information and performance indicators exhibit Information GRI Information name 102-4 Location of operations GRI 102-29 Information name Identifying and managing economic, environmental, and social impacts 102-15 Key impacts, risks, and opportunities 102-31 Review of economic, environmental, and social topics 102-16 Values, principles, standards, and norms of behavior 102-42 Identifying and selecting stakeholders 102-17 Mechanisms for advice and concerns about ethics 102-45 Entities included in the consolidated financial statements 102-18 Governance structure 102-46 Defining report content and topic Boundaries 102-19 Delegating authority 102-48 Restatements of information 102-20 Executive-level responsibility for economic, environmental, and social topics 103-1 Explanation of the material topic and its Boundary 102-22 Composition of the highest governance body and its committees 103-2 The management approach and its components 102-26 Role of highest governance body in setting purpose, values, and strategy 102-27 Collective knowledge of highest governance body 401-2 404-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees Programs for upgrading employee skills and transition assistance programs 102-28 Evaluating the highest governance body’s performance Performance indicators GRI Name of performance indicator Scope Information reported Unit Total number of employees FEMSA and its business units 295,027 Employees Total number of employees by labor contract FEMSA and its business units Total number of employees by gender FEMSA and its business unitsi Total number of employees by region FEMSA and its business units 20.3 54.9 5.4 19.5 34.8 65.2 71.0 2.4 4.3 9.2 1.0 4.1 1.9 5.6 0.5 102-41 Collective bargaining agreements FEMSA and its business units 73.0 % of employees % of unionized employees % of external services % of sales commissions % of female employees % of male employees % in Mexico % in Central America % in Colombia % in Brazil % in Argentina % in Chile % in Venezuela % in the Philippines % in other countries % of own employees covered by collective bargaining agreements 18 204-1 Proportion of spending on local suppliers FEMSA and its business unitsii 86.8 % of spending on local suppliers 518,319 Tons of resin and packaging material 34.4 % of recycled input materials 301-1 Materials used by weight or volume 301-2 Recycled input materials Direct stationary energy consumption Coca Cola FEMSA, FEMSA Comercio and PTM Coca Cola FEMSA, FEMSA Comercio and PTM Coca Cola FEMSA and Imbera 2,243,678 Indirect energy consumption FEMSA and its business units 10,340,135 Direct stationary energy intensity 302-3 Coca Cola FEMSA and Imbera Indirect energy intensity FEMSA and its business units 303-1 Water withdrawal by source FEMSA and its business units 4.9 22.5 37.6 65.0 33.7 1.3 GJ GJ GJ/FEMSA’s total revenue in millions of Mexican pesos GJ/FEMSA’s total revenue in millions of Mexican pesos Millions of cubic meters % underground % supply % surface Direct and indirect GHG emissions (scope 1 and 2) Indirect GHG emissions due to business trips (scope 3) Direct stationary GHG emissions intensity Direct emissions: Coca Cola FEMSA and Imbera Indirect emissions: FEMSA and its business units FEMSA and its business unitsiii Coca Cola FEMSA and Imbera Indirect stationary GHG emissions intensity FEMSA and its business units 305-4 Percentage of water discharged by destination Coca Cola FEMSA 1,177,584 Tons of CO2 equivalent 16,227 Tons of CO2 equivalent 0.4 2.2 92.5% 7.5% Tons of CO2 equivalent/FEMSA’s total revenue in millions of Mexican pesos Tons of CO2 equivalent/FEMSA’s total revenue in millions of Mexican pesos % of discharge into own wastewater treatment plant % of discharge into local wastewater treatment plant Total tons of waste generated FEMSA and its business units 166,604 Tons of waste Number of suppliers assessed on issues regarding human rights, the environment, and labor practices Coca Cola FEMSA 735 Suppliers Number of new hires FEMSA and its business units 178,089 New hires Accident rate General illness rate FEMSA and its business units FEMSA and its business units Average number of training hours FEMSA and its business units 2.1 40.7 33.9 Number of accidents per 100 employees Number of cases per 100 employees Training hours Number of employees with performance assessments Number of work centers enabled with the Model for Addressing Risks and Relations with the Community (MARRCO) FEMSA and its business units 23,350 Employees Coca Cola FEMSA 18 Work centers iThe percentages don’t include 9% of FEMSA’s employees. ii Excludes: Suppliers or merchandise (OXXO merchandise), finished product, employees or sales representatives, donations, inter-company transfers, government offices, unions, information of operations of FEMSA Logística in Brazil and Coca-Cola FEMSA in Philippines. iii1% of the flights are not included. 19 Contact General Counsel Carlos E. Aldrete Ancira General Anaya Nº 601 Pte. Colonia Bella Vista Monterrey, Nuevo León, Mexico, C.P. 64410 Phone: +52 (81) 83 28 61 80 Independent Accountant Mancera, S.C. A Member Practice of Ernst & Young Global Limited Av. Lázaro Cárdenas Nº 2321 Pte. Floor 5 Col. Residencial San Agustín San Pedro Garza García, Nuevo León, Mexico, C.P. 66260 Phone: +52 (81) 81 52 18 00 Depositary Bank and Registrar BNY Mellon Shareowner Services PO Box 505000 Louisville, KY 40233-5000 Direct Mailing for overnight packages: BNY Mellon Shareowner Services 462 South 4th Street, Suite 1600 Louisville, KY 40202 Toll free number for U.S. calls: +1 888 269 2377 International calls: +1 201 680 6825 Website: www.mybnymdr.com e-mail: shrrelations@cpushareownerservices.com 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. Investor Relations Juan Fonseca Gerardo Lozoya Phone: +52 (81) 83 28 61 67 Fax: +52 (81) 83 28 60 80 e-mail: investor@femsa.com.mx Corporate Communication Mauricio Reyes Alma Beltrán Phone: +52 (55) 52 49 68 43 Fax: +52 (55) 52 49 68 61 e-mail: comunicacion@femsa.com.mx Sustainability Víctor Manuel Treviño Vargas Gabriel Adrián González Ayala Phone: +52 (81) 83 28 60 00 e-mail: sostenibilidad@femsa.com.mx For more information visit us at: www.femsa.com www.femsa.com/investor investor@femsa.com.mx General Anaya Nº 601 Pte. Colonia Bella Vista Monterrey, Nuevo León, Mexico, C.P. 64410 Phone: +52 (81) 83 28 61 80 design: signi.com.mx Fomento Económico Mexicano, S.A.B. de C.V. General Anaya 601 Pte. Col. Bella Vista C.P. 64410 Monterrey, Nuevo León, Mexico investor@femsa.com.mx www.annualreport.femsa.com www.femsa.com 

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