UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2013
Commission File Number 1-12260

(Translation of registrant’s name into English)

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X   Form 40-F     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

Yes    No  X 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

Yes    No  X 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes    No  X 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with

Rule 12g3-2(b): 82-__.

CONSOLIDATED RESULTS

Coca-Cola FEMSA is including the results of Grupo CIMSA as of December 2011 and Grupo Fomento Queretano as of May 2012 in the Company’s Mexico & Central America divisions’ operating results.

All the financial information presented in this report was prepared under International Financial Reporting Standards (IFRS) and 2011 figures have been restated under these accounting standards.

Our reported total revenues increased 10.4% to Ps. 39,860 million in the fourth quarter of 2012, compared to the fourth quarter of 2011 mainly as a result of double-digit total revenue growth in the Mexico & Central America division, including the integration of Grupo CIMSA and Grupo Fomento Queretano in our Mexican operations⁽¹⁾. Excluding the non-comparable effects of Grupo CIMSA and Grupo Fomento Queretano in Mexico, total revenues grew 6.0%. On a currency neutral basis and excluding the recently merged territories in Mexico, total revenues grew 14.1%, driven by average price per unit case growth in almost every territory and volume growth mainly in Mexico, Colombia, Venezuela, and Brazil.

Reported total sales volume increased 10.6% to reach 810.1 million unit cases in the fourth quarter of 2012 as compared to the same period in 2011. Excluding the non-comparable effects of Grupo CIMSA and Grupo Fomento Queretano in Mexico⁽¹⁾, volumes increased 3.6% to reach 759.0 million unit cases. On the same basis, the still beverage category grew 13.5%, mainly driven by the performance of the Jugos del Valle line of business in Venezuela and Mexico. In addition and excluding the non-comparable effects, our sparkling beverage category grew 2.7% driven by 4% growth of brand Coca-Cola  and our bottled water portfolio grew 22.3%. These increases compensated for a 3.9% decline in our bulk water business.

Our reported gross profit increased 14.4% to Ps. 18,815 million in the fourth quarter of 2012, as compared to the fourth quarter of 2011. Lower PET and sugar prices in most of our territories were partially compensated by the depreciation of the average exchange rate of the Brazilian real⁽²⁾ and the Argentine peso⁽²⁾ as applied to our U.S. dollar-denominated raw material costs. As a result, reported cost of goods sold increased 7.1%. Reported gross margin reached 47.2%, an expansion of 160 basis points as compared to the fourth quarter of 2011.

As reported during the fourth quarter of 2011, we registered a write-off of certain non-productive assets, including production equipment, coolers, forklifts and returnable bottles and cases, mainly in our South America division. This effect was recorded in the other operative expenses, net line. During the fourth quarter of 2012, this line registered certain restructuring charges related to the integration of the new franchises in Mexico.

Our reported operating income increased 29.5% to Ps. 7,224 million in the fourth quarter of 2012, driven by double-digit operating income growth in both divisions, and including the integration of Grupo CIMSA and Grupo Fomento Queretano in Mexico⁽¹⁾. Our reported operating margin reached 18.1% in the fourth quarter of 2012, as compared with 15.5% in the same period of 2011, an expansion of 260 basis points. Excluding the non-comparable effects of Grupo CIMSA and Grupo Fomento Queretano in Mexico, operating income increased 26.0%. On the same basis, operating expenses increased in the fourth quarter of 2012, mainly as a result of higher labor costs in Venezuela and Brazil in combination with higher labor and freight costs in Argentina and continuous investment in marketing across our territories in Mexico. Additionally, as in previous quarters, we recorded additional expenses related to the development of information systems and commercial capabilities in connection with our commercial models across our territories, and certain investments related, among others, to the development of new lines of business and non-carbonated beverage categories.

Our comprehensive financing result in the fourth quarter of 2012 recorded an expense of Ps. 611 million as compared to an expense of Ps. 270 million in the same period of 2011. This difference was mainly driven by a foreign exchange loss as a result of the quarterly depreciation of the end-of-period exchange rate of the Mexican peso⁽²⁾ as applied to a higher US dollar-denominated net debt position.

During the fourth quarter of 2012, income tax, as a percentage of income before taxes, was 32.5% as compared to 35.0% in the same period of 2011. The difference was mainly driven by the recording of a tax on shareholders equity in our Colombian subsidiary during 2011.

Our reported consolidated net controlling interest income grew 34.7% to Ps. 4,324 million in the fourth quarter of 2012. Earnings per share (EPS) in the fourth quarter of 2012 were Ps. 2.13 (Ps. 21.30 per ADS) computed on the basis of 2,030.5 million shares (each ADS represents 10 local shares).

(1)     Our Mexican operations include Grupo CIMSA’s results as of December, 2011 and Grupo Fomento Queretano’s results as of May, 2012

(2)     See page 12 for average and end of period exchange rates for the fourth quarter of 2012 and full year

 

February 27, 2013

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BALANCE SHEET

As of December 31, 2012, we had a cash balance of Ps. 23,234 million, including US$1,032 million denominated in U.S. dollars, an increase of Ps. 11,061 million compared to December 31, 2011. During the fourth quarter of 2012 we assumed US$700 million of bilateral short- and medium-term bank loans to fund our acquisition of 51% of Coca-Cola Bottlers Philippines, Inc. (CCBPI) from The Coca-Cola Company.

As of December 31, 2012, total short-term debt was Ps. 5,139 million and long-term debt was Ps. 24,775 million. Total debt increased by Ps. 7,553 million, compared to year end 2011. Net debt decreased Ps. 3,508 million compared to year end 2011. The Company’s total debt balance includes U.S. dollar-denominated debt in the amount of US$ 1,209 million.⁽¹⁾

The weighted average cost of debt for the quarter was 5.6%. The following charts set forth the Company’s debt profile by currency and interest rate type and by maturity date as of December 31, 2012.

(1)       After giving effect to interest rate swaps

(2)       Calculated by weighting each year’s outstanding debt balance mix

Debt Maturity Profile

Consolidated Cash Flow

Starting the third quarter of 2012, Coca-Cola FEMSA encourages the reader to refer to the cash flow contained in our quarterly filing to the Mexican Stock Exchange (Bolsa Mexicana de Valores or BMV) for more detailed information. This cash flow is available at www.bmv.com.mx in the Información Financiera section for Coca-Cola FEMSA (KOF).

We would like to remind the reader that this cash flow statement is presented on a historical basis, whereas the balance sheet included on page 9 of this press release is presented in nominal terms. Certain differences resulting from calculations performed with the information contained in the balance sheet may differ from items shown in the cash flow statement. These differences are presented separately as a part of the Translation Effect in the cash flow statement in accordance with International Financial Reporting Standards. 

February 27, 2013

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MEXICO & CENTRAL AMERICA DIVISION OPERATING RESULTS (Mexico, Guatemala, Nicaragua, Costa Rica and Panama)

Coca-Cola FEMSA is including the results of Grupo CIMSA as of December 2011 and Grupo Fomento Queretano as of May 2012 in the Company’s Mexico & Central America divisions’ operating results.

Reported total revenues from our Mexico and Central America division increased 18.5% to Ps. 17,154 million in the fourth quarter of 2012, as compared to the same period in 2011, supported by the integration of Grupo CIMSA and Grupo Fomento Queretano in our Mexican operations⁽¹⁾. Excluding the non-comparable effects of Grupo CIMSA and Grupo Fomento Queretano in Mexico⁽¹⁾, total revenues grew 7.4%. On the same basis, increased average price per unit case, mainly reflecting selective price increases across our product portfolio, implemented over the past several months, accounted for 50% of incremental revenues. On a currency neutral basis and excluding the recently merged territories in Mexico, total revenues increased 8.1%.

Reported total sales volume increased 16.1% to 476.3 million unit cases in the fourth quarter of 2012, as compared to the fourth quarter of 2011. Excluding the non-comparable effects of Grupo CIMSA and Grupo Fomento Queretano in Mexico⁽¹⁾, volumes increased 3.6% to 425.2 million unit cases. On the same basis, sparkling beverage category grew 3.8% driven by a 4% growth of the Coca-Cola  brand and the performance of the Sidral Mundet brand in Mexico. Still beverages grew 11.5% mainly driven by the Jugos del Valle line of products in Mexico, the performance of Powerade  and Fuze Tea in the division and the performance of del Prado in Central America. Our bottled water portfolio grew 7.3%. These increases compensated for the 1.2% decline in the bulk water business.

Our reported gross profit increased 27.8% to Ps. 8,421 million in the fourth quarter of 2012 as compared to the same period in 2011. Reported cost of goods sold increased 10.7%. Reported gross margin reached 49.1% in the fourth quarter of 2012, an expansion of 360 basis points as compared with the same period of the previous year as a result of lower PET and sugar prices in combination with the average appreciation of the Mexican peso⁽²⁾ as applied to our U.S. dollar-denominated raw material costs. Excluding the integration of the newly merged territories, gross margin expanded 390 basis points.

During the fourth quarter of 2012, the other operative expenses, net line registered certain restructuring charges related to the integration of the new franchises in Mexico.

Reported operating income increased 32.8% to Ps. 3,185 million in the fourth quarter of 2012, compared to Ps. 2,398 million in the same period of 2011. Our reported operating margin was 18.6% in the fourth quarter of 2012, as compared with 16.6% in the same period of 2011, an expansion of 200 basis points. Excluding the non-comparable effects of Grupo CIMSA and Grupo Fomento Queretano in Mexico⁽¹⁾, operating income increased 24.6%. On the same basis, operating expenses increased mainly as a result of continuous investment in marketing across our territories in Mexico. Additionally, as in previous quarters, we recorded, additional expenses related to the development of information systems and commercial capabilities in connection with our commercial models and certain investments related, among others, to the development of new lines of business and non-carbonated beverage categories.

(1) Our Mexican operations include Grupo CIMSA’s results as of December, 2011 and Grupo Fomento Queretano’s results as of May, 2012

(2) See page 12 for average and end of period exchange rates for the fourth quarter of 2012 and full year

February 27, 2013

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SOUTH AMERICA DIVISION OPERATING RESULTS (Colombia, Venezuela, Brazil and Argentina)

Volume and average price per unit case exclude beer results.

Reported total revenues were Ps. 22,706 million in the fourth quarter of 2012, an increase of 5.1% as compared to the same period of 2011, despite the negative translation effect as a result of the devaluation of the Brazilian real⁽¹⁾ and the Argentine peso⁽¹⁾. Excluding beer, which accounted for Ps. 1,069 million during the quarter, revenues increased 6.0% to Ps. 21,637 million. Excluding beer, higher volumes across our operations accounted for close to 61% of incremental revenues. On a currency neutral basis, total revenues increased 18.1% as a result of total revenue growth in every operation.

Reported total sales volume in our South America division increased 3.7% to 333.8 million unit cases in the fourth quarter of 2012 as compared to the same period of 2011, driven by volume growth in Colombia, Venezuela and Brazil, that more than compensated for a decline in volume in Argentina. The still beverage category grew 16.6%, mainly driven by the performance of the Jugos del Valle line of business in Venezuela and its continued success in Brazil. Our water portfolio, including bulk water, grew 18.9% and our sparkling beverage category increased 1.6% driven by 4% growth in brand Coca-Cola. 

Reported gross profit reached Ps. 10,394 million, an increase of 5.5% in the fourth quarter of 2012, as compared to the same period of 2011. Lower cost of PET and sweeteners across the division, were partially offset by the depreciation of the average exchange rate of the Brazilian real⁽¹⁾ and the Argentine peso⁽¹⁾ as applied to our U.S. dollar-denominated raw material costs. As a result, reported cost of goods sold increased 4.7%. Reported gross margin reached 45.8% in the fourth quarter of 2012, an expansion of 20 basis points as compared to the same period of 2011.

As reported during the fourth quarter of 2011, we registered a write-off of certain non-productive assets, including production equipment, coolers, forklifts and returnable bottles and cases. This effect was recorded in the other operative expenses, net line.

Our reported operating income increased 27.0% to Ps. 4,039 million in the fourth quarter of 2012, compared to the same period of 2011. Reported operating expenses in the fourth quarter of 2012 increased 3.4%, mainly as a result of higher labor costs in Venezuela and Brazil, in combination with higher labor and freight costs in Argentina. Our reported operating margin was 17.8% in the fourth quarter of 2012, an expansion of 310 basis points, as compared with the same period of 2011.

(1) See page 12 for average and end of period exchange rates for the fourth quarter of 2012 and full year

February 27, 2013

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SUMMARY OF FULL-YEAR RESULTS

Our reported consolidated total revenues increased 19.9% to Ps. 147,739 million in 2012, as compared to the same period of 2011, as a result of double-digit total revenue growth in both divisions, and the integration of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in our Mexican operations.⁽¹⁾ Excluding the non-comparable effects of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico, total revenues grew 11.6%. On a currency neutral basis and excluding the recently merged territories in Mexico, total revenues increased 15.0% in 2012.

Reported total sales volume increased 15.0% to 3,046.2 million unit cases in 2012, as compared to the same period in 2011. Excluding the non-comparable effect of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico, volumes grew 2.4% to 2,713.5 million unit cases. On the same basis, the sparkling beverage category grew 2.0%, mainly driven by the Coca-Cola brand, accounting for more than 65% of incremental volumes. The still beverage category grew 13.5%, mainly driven by the performance of the Jugos del Valle line of business in Mexico, Venezuela and Brazil, and the Del Prado line of business in Central America, representing close to 30% of incremental volumes. Our bottled water portfolio grew 10.0%. These increases more than compensated for a 4.1% decline in our bulk water business.

Our reported gross profit increased 21.4% to Ps. 68,630 million in 2012, as compared to the same period of 2011. Reported cost of goods sold increased 18.6% mainly of as a result of higher sweetener costs in Mexico during the first half of the year and the depreciation of the average exchange rate of the Brazilian real⁽²⁾, the Argentine peso⁽²⁾ and the Mexican peso⁽²⁾ as applied to our U.S. dollar-denominated raw material costs. Reported gross margin reached 46.5%, a 60 basis points expansion for 2012, as compared to the same period of 2011.

At the end of 2011, we registered a write-off of certain non-productive assets, including production equipment, coolers, forklifts and returnable bottles and cases, mainly in our South America division. This effect was recorded in the other operative expenses, net line. During 2012, this line registered, among other net expenses, certain restructuring charges related to the integration of the new franchises in Mexico.

Our reported consolidated operating income increased 19.4% to Ps. 21,956 million in 2012, as compared to the same period of 2011, driven by double-digit operating income growth in both divisions, including the integration of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico. Our reported operating margin was 14.9% in 2012, remaining flat as compared to the same period of 2011. Excluding the non-comparable effects of Grupo Tampico, Grupo CIMSA and Grupo Fomento Queretano in Mexico in Mexico, operating income grew 13.3%. On the same basis, operating expenses increased mainly as a result of higher labor costs in Venezuela and Brazil in combination with higher labor and freight costs in Argentina, and continued marketing investment to reinforce our execution in the marketplace, widen our cooler coverage and broaden our returnable base availability across our territories. Additionally, during the year, we registered additional expenses related to the development of information systems and commercial capabilities in connection with our commercial models, and certain investments related, among others, to the development of new lines of business and non-carbonated beverage categories.

Our consolidated net controlling interest income increased 25.1% to Ps. 13,333 million in 2012 as compared to the same period of 2011. Earnings per share (EPS) in 2012 were Ps. 6.62 (Ps. 66.15 per ADS) computed on the basis of 2,015.2 million shares⁽³⁾ outstanding (each ADS represents 10 local shares).

(1) Our Mexican operations include Grupo Tampico’s results as of October, 2011, Grupo CIMSA’s results as of December, 2011 and Grupo Fomento Queretano’s results as of May, 2012

(2) See page 12 for average and end of period exchange rates for the fourth quarter of 2012 and full year

(3) According to International Financial Reporting Standards (IFRS), Earnings Per Share is computed on the basis of the weighted-average number of shares outstanding during the period. The weighted average number of shares is calculated based on the number of days within a reporting period that each share was outstanding, divided by the full length of that reporting period

February 27, 2013

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RECENT DEVELOPMENTS

       On January 17, 2013, Coca-Cola FEMSA announced an agreement to merge its operations with Grupo Yoli, one of the oldest family-owned Coca-Cola bottlers in Mexico, operating mainly in the state of Guerrero as well as in parts of the state of Oaxaca. This merger agreement is subject to the completion of confirmatory legal, financial, and operating due diligence and to customary regulatory and corporate approvals. For additional information, please refer to the press release filed on such date on our website.

       As of January 25, 2013, Coca-Cola FEMSA finalized the acquisition of 51% of Coca-Cola Bottlers Philippines, Inc. (CCBPI) from The Coca-Cola Company, for an amount of US$688.5 million in an all-cash transaction. The results of CCBPI will be recognized by Coca-Cola FEMSA using the equity method.

      On February 13, 2013 Venezuela devalued its currency by 46.5% to 6.30 bolivars per US dollar from 4.30 bolivars per US dollar. We expect this event will have an effect on our financial results, increasing our operating costs, as a result of the exchange rate movement applied to our US dollar-denominated raw material cost, and reducing our Venezuelan operation results when translated into our reporting currency, the Mexican peso. According to accounting practices, the exchange rate that will be used to translate our financial statements as of February 2013, will be 6.30 bolivars per US dollar. Additionally, during 2013, as a consequence of the change in the Labor Law in Venezuela announced during 2012, and its changes to workweek length, our labor expenses will continue to be pressured. However we will continue to adapt our service models to the dynamics of the market.

      On February 26, 2013, Coca-Cola FEMSA’s Board of Directors agreed to propose, for approval at the Annual Shareholders meeting to be held on March 5, 2013, an ordinary dividend of Ps. 5,950 million, to be paid in two installments during May and November of 2013. This proposed amount represents a dividend per share of approximately Ps. 1.45 for the first installment, computed on the basis of 2,030.5 million shares; and a dividend per share of approximately Ps. 1.45 for the second installment, computed on the basis of 2,072.9 million shares which include the 42.4 million shares to be issued to the shareholders of Grupo Yoli, if the merger of Grupo Yoli is approved. In the event that the referred merger of Grupo Yoli with Coca-Cola FEMSA is not approved, the dividend per share of approximately Ps. 1.45 per share will not be modified.

CONFERENCE CALL INFORMATION

Our fourth-quarter 2012 Conference Call will be held on February 27, 2013, at 11:00 A.M. Eastern Time (10:00 A.M. Mexico City Time). To participate in the conference call, please dial: Domestic U.S.: 800-573-4840 or International: 617-224-4326. We invite investors to listen to the live audiocast of the conference call on the Company’s website, www.coca-colafemsa.com 

If you are unable to participate live, an instant replay of the conference call will be available through March 5, 2013. To listen to the replay, please dial: Domestic U.S.: 888-286-8010 or International: 617-801-6888. Pass code: 88550577.

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 Coca-Cola FEMSA, S.A.B. de C.V. produces and distributes Coca-Cola, Fanta, Sprite, Del Valle, and other trademark beverages of The Coca-Cola Company in Mexico (a substantial part of central Mexico, including Mexico City, as well as southeast and northeast Mexico), Guatemala (Guatemala City and surrounding areas), Nicaragua (nationwide), Costa Rica (nationwide), Panama (nationwide), Colombia (most of the country), Venezuela (nationwide), Brazil (greater São Paulo, Campiñas, Santos, the state of Mato Grosso do Sul, part of the state of Goias, and part of the state of Minas Gerais), Argentina (federal capital of Buenos Aires and surrounding areas) and Philippines (nationwide), along with bottled water, juices, teas, isotonics, beer, and other beverages in some of these territories. The Company has 60 bottling facilities and serves close to 315 million consumers through more than 2,500,000 retailers with more than 100,000 employees worldwide.

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This news release may contain forward-looking statements concerning Coca-Cola FEMSA’s future performance, which should be considered as good faith estimates by Coca-Cola FEMSA. These forward-looking statements reflect management’s expectations and are based upon currently available data. Actual results are subject to future events and uncertainties, many of which are outside Coca-Cola FEMSA’s control, which could materially impact the Company’s actual performance.

References herein to “US$” are to United States dollars. This news release contains translations of certain Mexican peso amounts into U.S. dollars for the convenience of the reader. These translations should not be construed as representations that Mexican peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.

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(5 pages of tables to follow)

February 27, 2013

Page 7

As a result of the regular quarterly review procedures that we perform together with our external auditors, we identified certain adjustments that have been included in the financial information regarding 2011 figures presented in this press release. As such, this information differs from the financial information presented under International Financial Reporting Standards (“IFRS”) in the document released on March 29, 2012, which contained unaudited information.

February 27, 2013

Page 8

As a result of the regular quarterly review procedures that we perform together with our external auditors, we identified certain adjustments that have been included in the financial information regarding 2011 figures presented in this press release. As such, this information differs from the financial information presented under International Financial Reporting Standards (“IFRS”) in the document released on March 29, 2012, which contained unaudited information.

February 27, 2013

Page 10

Volume of Mexico, the Mexico & Central America division, and Consolidated for the fourth quarter 2012 results includes Grupo CIMSA’s and Grupo Fomento Queretano’s results, accounting for 51.1 million unit cases, of which 64.8% is Sparkling Beverages, 4.2% is Water, 26.7% is Bulk Water and 4.3% is Still Beverages.