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20F Final June 26.Doc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 1-12260 Coca-Cola FEMSA, S.A. de C.V. (Exact name of registrant as specified in its charter) Not Applicable (Translation of registrant’s name into English) United Mexican States (Jurisdiction of incorporation or organization) Guillermo González Camarena No. 600 Centro de Ciudad Santa Fé 01210 México, D.F., México (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered American Depositary Shares, each representing 10 Series L Shares, without par value .............................................................New York Stock Exchange, Inc. Series L Shares, without par value................................................................New York Stock Exchange, Inc. (not for trading, for listing purposes only) 8.95% Notes due November 1, 2006................................................................New York Stock Exchange, Inc. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each class of capital or common stock as of December 31, 2002 was: 726,750,000 Series A Shares, without par value 427,500,000 Series D Shares, without par value 270,750,000 Series L Shares, without par value Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 TABLE OF CONTENTS Page Introduction......................................................................................................................................................................1 Item 1. Not Applicable ..................................................................................................................................................................3 Item 2. Not Applicable ..................................................................................................................................................................3 Item 3. Key Information ...............................................................................................................................................................4 Selected Financial Data .................................................................................................................................................4 Dividends and Dividend Policy....................................................................................................................................6 Exchange Rate Information...........................................................................................................................................6 Risk Factors .....................................................................................................................................................................8 Item 4. Information on the Company.......................................................................................................................................15 The Company ................................................................................................................................................................15 Regulation ......................................................................................................................................................................32 Bottler Agreements.......................................................................................................................................................34 Description of Property, Plant and Equipment ........................................................................................................36 Significant Subsidiaries ...............................................................................................................................................37 Item 5. Operating and Financial Review and Prospects .......................................................................................................39 Item 6. Directors, Senior Management and Employees........................................................................................................57 Item 7. Major Shareholders and Related Party Transactions...............................................................................................66 Major Shareholders ......................................................................................................................................................66 Related Party Transactions..........................................................................................................................................69 Item 8. Financial Information....................................................................................................................................................71 Consolidated Statements and Other Financial Information...................................................................................71 Item 9. The Offer and Listing....................................................................................................................................................73 Trading Markets ............................................................................................................................................................73 Trading on the Mexican Stock Exchange.................................................................................................................75 Item 10. Additional Information ...............................................................................................................................................76 Bylaws ............................................................................................................................................................................76 Material Contracts ........................................................................................................................................................82 Exchange Controls ........................................................................................................................................................83 Taxation..........................................................................................................................................................................84 Documents on Display.................................................................................................................................................89 Item 11. Quantitative and Qualitative Disclosures about Market Risk..............................................................................90 Items 12-14. Not Applicable ......................................................................................................................................................92 Item 15. Controls and Procedures.............................................................................................................................................92 Items 16-17. Not Applicable ......................................................................................................................................................92 i TABLE OF CONTENTS (Cont’d.) Page Item 18. Financial Statements ...................................................................................................................................................92 Item 19. Exhibits..........................................................................................................................................................................92 ii INTRODUCTION References Unless the context otherwise requires, the terms “Coca-Cola FEMSA,” “our company,” “we,” “us” and “our” are used in this annual report to refer to Coca-Cola FEMSA, S.A. de C.V. and our subsidiaries on a consolidated basis. We acquired Panamerican Beverages, Inc., referred to in this annual report as Panamco, on May 6, 2003. Unless otherwise specified, Panamco is not reflected in the financial or other information presented in this annual report, as it will only be reflected in our consolidated financial statements for periods ending after May 1, 2003. References herein to “U.S. dollars,” “U.S.$,” “dollars” or “$” are to the lawful currency of the United States. References herein to “Mexican pesos,” “pesos” or “Ps.” are to the lawful currency of Mexico. References herein to “Argentine pesos” or “A$” are to the lawful currency of Argentina. References herein to “Colombian pesos” or “Cps.” are to the lawful currency of Colombia. The term “billion” as used in this annual report means one thousand million. Certain amounts in this annual report may not total due to rounding. “Soft drink” as used in this annual report refers generally to non-alcoholic beverages, including those carbonated or containing natural or artificial flavored
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