As filed with the Securities and Exchange Commission on April 30, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ; ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission File number 001-13358 Viña Concha y Toro S.A. (Exact name of Registrant as specified in its charter) Concha y Toro Winery Inc. (Translation of Registrant’s name into English) Republic of Chile (Jurisdiction of incorporation or organization) Casilla 213 Nueva Tajamar 481 Torre Norte, Piso 15 Santiago, Chile (562) 2476-5000 (Address and telephone number of principal executive offices) Matías Rojas (562) 2476-5644 [email protected] Nueva Tajamar 481 Torre Norte, Piso 15 Santiago, Chile (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered American Depositary Shares (“ADS”), each representing 20 Shares of common stock New York Stock Exchange Shares of common stock (“Shares”or “Common Stock”), without nominal (par) value, of Viña Concha y Toro S.A. New York Stock Exchange* 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 Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Shares of common stock without nominal (par) value 747,005,982 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ; No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No ; Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ; No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the Registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer ; Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ; International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ; * Not for trading, but only in connection with the registration of ADS. ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3: KEY INFORMATION 2 ITEM 4: INFORMATION ON THE COMPANY 13 ITEM 4A: UNRESOLVED STAFF COMMENTS 41 ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS 41 ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 57 ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 68 ITEM 8: FINANCIAL INFORMATION 72 ITEM 9: THE OFFER AND LISTING 74 ITEM 10: ADDITIONAL INFORMATION 75 ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 88 ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 93 ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 93 ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 94 ITEM 15: CONTROLS AND PROCEDURES 94 ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT 95 ITEM 16.B: CODE OF ETHICS 95 ITEM 16.C: PRINCIPAL ACCOUNTANT’S FEES AND SERVICES 95 ITEM 16.D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 96 ITEM 16.E: PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 96 ITEM 16.F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 96 ITEM 16.G: CORPORATE GOVERNANCE 96 ITEM 17*: FINANCIAL STATEMENTS 99 ITEM 18: FINANCIAL STATEMENTS 99 ITEM 19: EXHIBITS 99 * The Registrant has responded to Item 18 in lieu of this Item. i CERTAIN DEFINED TERMS Unless otherwise specified, all references to “U.S. dollars,” “dollars” or “US$” are to United States dollars and all references to “Chilean pesos,” “pesos” or “Ch$” are to Chilean pesos. “UF” refers to the Unidad de Fomento, an accounting unit used in Chile. The exchange rate between the UF and the Chilean Peso is constantly adjusted to inflation so that the value of the Unidad de Fomento remains constant. Viña Concha y Toro S.A. (“Concha y Toro” or the “Company”), a corporation (sociedad anónima abierta) formed under the laws of the Republic of Chile (“Chile”), publishes its consolidated financial statements in Chilean pesos. The audited consolidated balance sheets of the Company and its subsidiaries as of December 31, 2010, December 31, 2011 and 2012 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012 (the “Consolidated Financial Statements”) contained in Item 18. Unless otherwise specified, financial information regarding the Company is presented in constant Chilean pesos as of December 31, 2012 in accordance with the International Financial Reporting Standard (“IFRS”) as adopted by the International Accounting Standards Board. Amounts in tables appearing in this Annual Report may not total due to rounding. “The Exchange Act” refers to the U.S. Securities Exchange Act of 1934. Glossary of Special Terms Lees: Sediment composed of dead yeast cells and other particles remaining in wine after fermentation. Red wine is transferred off this sediment. Some white wines are left on their lees (sur lie) to add flavor and complexity. Maceration: Refers to period during which the must or wine remains in contact with the grape skins. Alcohol acts as a solvent, extracting color, tannin and aroma from the skins. Malic Acid: Component of wine. Accounts for green and sour taste of wine made from unripe grapes. See “malolactic fermentation.” Malolactic fermentation: Conversion by bacteria (not yeast) of malic acid into lactic acid. Softens wine and reduces overall acidity. A process now applied to all red wines, but not all white wines. Must: Freshly crushed grape juice (with or without skins), pre-fermentation. Table Wines: Non-sparkling wines with at least 11.5% alcohol by volume, which are traditionally consumed with food. Vinífera: Of, relating to or being derived from premium grapes used in wine making. Viniculture/Viticulture: The cultivation of grapes. Units of Measure 1 Case = 9 Liters Centigrade =5/9 (Fahrenheit° - 32) 1 Hectare = 2.47 Acres 1 Kilogram = 2.2 Pounds 1 Kilometer = .62 Miles 1 Liter = 1.057 Quarts 1 Milliliter = 1/1000 Liter 1 U.S. Ton = 2,000 Pounds or 907 Kilograms TRADEMARKS This Annual Report includes trademarks, such as “Casillero del Diablo®”, “Fetzer®” and “Bonterra®,” which are protected under applicable intellectual property laws and are the property of the Company. This Annual Report also contains trademarks, service marks, trade names and copyrights, of other companies, such as “Miller® beer” and “Johnnie Walker® whisky” which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks and trade names. FORWARD-LOOKING STATEMENTS This Annual Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the Company with respect to these items. Forward-looking statements contained in this Annual Report may be identified by the use of forward-looking terminology, such as “anticipate,” “continue,” “estimate,” “expect,” “intend,” “may,” or the negative thereof or other variations thereon or comparable terminology.