← Back to KOF filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
The Company
Overview
We are leaders in the beverage market in most of the countries where we operate, being the largest franchise bottler of Coca-Cola trademark products in the world by sales volume, based on publicly available filings and information of our main competitors. In 2025, our sales volume represented approximately 12.3% of the total sales volume of the Coca-Cola system in the world. We produce and distribute Coca-Cola trademark beverages, offering a wide portfolio of brands to approximately 268 million consumers each day. We have more than 90,200 employees, and we market and sell approximately 4.2 billion unit cases per year through approximately 2.1 million points of sale. We operate 55 bottling plants and 256 distribution centers. We are committed to generating economic, social and environmental value for all our stakeholders throughout the value chain. We are members of various sustainability indexes, including the Dow Jones Sustainability MILA Pacific Alliance Index and FTSE4Good Emerging Index.
We operate in territories in the following countries:
•Mexico—a substantial portion of central Mexico, the southeast and northeast of Mexico;
•Guatemala;
•Nicaragua;
•Costa Rica;
•Panama;
•Colombia—most of the country;
•Brazil—a major part of the states of São Paulo and Minas Gerais, the states of Parana, Santa Catarina, Mato Grosso do Sul and Rio Grande do Sul and part of the states of Rio de Janeiro and Goias;
•Argentina—Buenos Aires and surrounding areas; and
•Uruguay.
We also operate in Venezuela through our investment in Coca-Cola FEMSA de Venezuela, S.A., or KOF Venezuela.
Our company was organized on October 30, 1991 as a stock corporation with variable capital (sociedad anónima de capital variable) under the laws of Mexico for a term of 99 years. On December 5, 2006, as required by amendments to the Mexican Securities Market Law, we became a publicly traded stock corporation with variable capital (sociedad anónima bursátil de capital variable). Our legal name is Coca-Cola FEMSA, S.A.B. de C.V. Our principal executive offices are located at Calle Mario Pani No. 100, Colonia Santa Fe Cuajimalpa, Alcaldía Cuajimalpa de Morelos, 05348, Mexico City, Mexico. Our telephone number at this location is +52 (55) 1519-5000. Our website is www.coca-colafemsa.com.
The following is an overview of our operations by reporting segment in 2025.
Operations by Reporting Segment—Overview Year Ended December 31, 2025
Total Revenues Gross Profit
(in millions of Mexican pesos, except percentages)
Mexico and Central America (1) Ps. 169,641 58.1 % Ps. 81,234 61.0 %
South America (2) 122,105 41.9 % 51,942 39.0 %
Consolidated Ps. 291,746 100.0 % Ps. 133,176 100.0 %
(1) Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.
(2) Includes Colombia, Brazil, Argentina and Uruguay.
18
Corporate History
We are a subsidiary of FEMSA, a company that participates in the retail industry through the following divisions: (i) the Proximity Americas Division, operating the OXXO small-format store chain in Mexico, Latin America and the United States, and gas stations in the United States, (ii) the Proximity Europe Division, operating small-format retail and foodvenience chains in Europe, (iii) the Fuel Division, operating OXXO Gas chain of retail service stations, and (iv) the Health Division, which includes pharmacy services locations and related operations. FEMSA participates in the beverage industry through us. FEMSA also participates in the financial services industry through Spin, which seeks to build innovative digital solutions to address the financial needs of its customers and business partners, leveraging OXXO´s store network to strengthen the integration between digital and physical platforms.
We commenced operations in 1979, when a subsidiary of FEMSA acquired certain sparkling beverage bottlers in Mexico City and surrounding areas. In 1991, FEMSA transferred its ownership in the bottlers to FEMSA Refrescos, S.A. de C.V., our corporate predecessor. In June 1993, a subsidiary of The Coca-Cola Company subscribed for 30.0% of our capital stock in the form of Series D shares. In September 1993, FEMSA sold Series L shares that represented 19.0% of our capital stock to the public, and we listed these shares on the Mexican Stock Exchange and, in the form of ADSs, on the NYSE.
In a series of transactions since 1994, we acquired new territories, brands and other businesses, including Argentina and certain territories in southern Mexico, which today comprise our business.
In May 2003, we acquired Panamerican Beverages Inc., or Panamco, and began producing and distributing Coca-Cola trademark beverages in additional territories in the central, southeastern and northeastern regions of Mexico and in Central America (Guatemala, Nicaragua, Costa Rica and Panama), Colombia, Venezuela and Brazil, along with bottled water, beer and other beverages in some of these territories.
In November 2006, FEMSA acquired 148,000,000 of our Series D shares from certain subsidiaries of The Coca-Cola Company, which increased FEMSA’s ownership to 53.7%.
In November 2007, we acquired together with The Coca-Cola Company 100.0% of the capital stock of Jugos del Valle, S.A.P.I. de C.V., or Jugos del Valle. In 2008, we, The Coca-Cola Company and all Mexican and Brazilian Coca-Cola bottlers entered into a joint business for the Mexican and Brazilian operations, respectively, of Jugos del Valle.
In December 2007 and May 2008, we sold most of our proprietary brands to The Coca-Cola Company. The proprietary brands are now being licensed back to us by The Coca-Cola Company pursuant to our bottler agreements.
In May 2008, we entered into a transaction with The Coca-Cola Company to acquire its wholly owned bottling franchise Refrigerantes Minas Gerais, Ltda., or REMIL, located in the State of Minas Gerais in Brazil.
In July 2008, we acquired the Agua de los Angeles bulk water business in Mexico City and surrounding areas from Grupo Embotellador CIMSA, S.A. de C.V., or Grupo CIMSA, at the time one of the Coca-Cola bottling franchises in Mexico. The trademarks remain with The Coca-Cola Company. We subsequently merged Agua de los Angeles into our bulk water business under the Ciel brand.
In February 2009, we acquired together with The Coca-Cola Company the Brisa bottled water business in Colombia from Bavaria, S.A. We acquired the production assets and the distribution territory, and The Coca-Cola Company acquired the Brisa brand.
In May 2009, we entered into an agreement to manufacture, distribute and sell the Crystal trademark water products in Brazil jointly with The Coca-Cola Company.
In August 2010, we acquired from The Coca-Cola Company, along with other Brazilian Coca-Cola bottlers, Leão Alimentos e Bebidas, Ltda., or Leão Alimentos, manufacturer and distributor of the Matte Leão tea brand, which would later be integrated with the Brazilian operations of Jugos del Valle.
In March 2011, we acquired together with The Coca-Cola Company, Industrias Lácteas, S.A. (also known as Estrella Azul), a Panamanian conglomerate that participated in the dairy and juice-based beverage categories in Panama, which we subsequently sold to Panama Dairy Ventures Ltd. in September 2020.
In October 2011, we merged with Administradora de Acciones del Norte, S.A.P.I. de C.V., or Grupo Tampico, a Mexican Coca-Cola bottler with operations in the states of Tamaulipas, San Luis Potosi, and Veracruz, as well as in parts of the states of Hidalgo, Puebla and Queretaro.
19
In December 2011, we merged with Corporación de los Angeles, S.A. de C.V., also part of Grupo CIMSA, a Mexican Coca-Cola bottler with operations mainly in the states of Morelos and Mexico, as well as in parts of the states of Guerrero and Michoacan. As part of our merger with Grupo CIMSA, we also acquired a minority equity interest in Promotora Industrial Azucarera, S.A de C.V., or PIASA.
In May 2012, we merged with Grupo Fomento Queretano, S.A.P.I. de C.V., or Grupo Fomento Queretano, a Mexican Coca-Cola bottler with operations mainly in the state of Queretaro, as well as in parts of the states of Mexico, Hidalgo and Guanajuato. As part of our merger with Grupo Fomento Queretano, we increased our minority equity interest in PIASA.
In August 2012, we acquired, through Jugos del Valle, an indirect minority participation in Santa Clara Mercantil de Pachuca, S.A. de C.V., or Santa Clara, a producer of milk and value-added dairy products in Mexico.
In January 2013, we acquired, through CIBR Controladora de Sociedades de Bebidas Refrescantes, S. de R.L. de C.V. (formerly Controladora de Inversiones en Bebidas Refrescantes, S.L.), or CIBR, a 51.0% stake in Coca-Cola Beverages Philippines, Inc. (formerly Coca-Cola FEMSA Philippines, Inc.), or KOF Philippines from The Coca-Cola Company. In December 2018, CIBR completed the sale of its stake in KOF Philippines back to The Coca-Cola Company through the exercise of CIBR’s option to sell.
In May 2013, we merged with Grupo Yoli, S.A. de C.V., a Mexican Coca-Cola bottler with operations mainly in the state of Guerrero, as well as in parts of the state of Oaxaca. As part of our merger with Grupo Yoli, we increased our minority equity interest in PIASA.
In August 2013, we acquired Companhia Fluminense de Refrigerantes, or Companhia Fluminense, a Coca-Cola Brazilian franchise that operates in parts of the states of São Paulo, Minas Gerais and Rio de Janeiro in Brazil. As part of our acquisition of Companhia Fluminense, we also acquired an additional minority equity interest in Leão Alimentos.
In October 2013, we acquired Spaipa S.A. Industria Brasileira de Bebidas, or Spaipa, a Brazilian Coca-Cola bottler with operations in the state of Parana and in parts of the state of São Paulo. As part of our acquisition of Spaipa, we increased our minority equity interest in Leão Alimentos and acquired a 50.0% stake in Fountain Água Mineral Ltda., a joint venture to develop water and non-carbonated beverages together with The Coca-Cola Company.
In August 2016, we acquired, through Leão Alimentos, an indirect participation in Trop Frutas do Brasil, Ltda., or Top Frutas (formerly known as Laticínios Verde Campo Ltda.), a producer of milk and dairy products in Brazil.
In December 2016, we acquired Vonpar S.A., or Vonpar, a Brazilian bottler of Coca-Cola trademark products with operations in the states of Rio Grande do Sul and Santa Catarina in Brazil. As part of our acquisition of Vonpar, we increased our minority equity interest in Leão Alimentos.
In March 2017, we acquired together with The Coca-Cola Company, through our Mexican, Brazilian, Argentine, Colombian subsidiaries and also through our interest in Jugos del Valle in Mexico, a participation in the AdeS plant-based beverage businesses.
In April 2018, Del Norte Sociedad Controladora de Bebidas Refrescantes, S. de R.L. de C.V. (formerly Compañía Inversionista en Bebidas del Norte, S.L.), one of our subsidiaries, acquired from The Coca-Cola Company, Alimentos y Bebidas Atlántida, S.A., or ABASA, a Guatemalan bottler of Coca-Cola trademark products with operations in the northeast region of Guatemala.
In April 2018, Controladora de Bebidas Refrescantes Moderna, S. de R.L. de C.V. (formerly Compañía de Inversiones Moderna, S.L.), one of our subsidiaries, acquired from The Coca-Cola Company, Comercializadora y Productora de Bebidas Los Volcanes, S.A., or Los Volcanes, a Guatemalan bottler of Coca-Cola trademark products with operations in the southwest region of Guatemala.
In June 2018, Controladora de Sociedades de Bebidas Refrescantes Ibérica, S. de R.L. de C.V. (formerly Inversiones en Bebidas Refrescantes Ibérica, S.L.), one of our subsidiaries, acquired from The Coca-Cola Company, Montevideo Refrescos S.R.L., or Monresa, a Uruguayan bottler of Coca-Cola trademark products.
In January 2022, our Brazilian subsidiary acquired CVI Refrigerantes Ltda. (“CVI”), a Brazilian bottler of Coca-Cola trademark products with operations in the state of Rio Grande do Sul in Brazil. As part of the acquisition of CVI, the minority equity interest of our Brazilian subsidiary in Leão Alimentos increased. Our interest in Trop Frutas also increased due to our acquisition of CVI.
In November 2022, we acquired the Cristal bulk water business from Embotelladoras Bepensa, S.A. de C.V. and affiliates, a Mexican Coca-Cola bottler business group, in the southeast region of Mexico.
20
Capital Stock
As of the date of this report, (1) FEMSA indirectly owned Series A shares equal to 47.2% of our capital stock (56.0% of our capital stock with full voting rights), and (2) The Coca-Cola Company indirectly owned Series D shares equal to 27.8% of our capital stock (32.9% of our capital stock with full voting rights). Series L shares with limited voting rights constituted 15.6% of our capital stock, and Series B shares constituted the remaining 9.4% of our capital stock (the remaining 11.1% of our capital stock with full voting rights).
Business Strategy
We are focused on growing our company by implementing a long-term sustainable growth model. Our purpose is to refresh the world anytime, anywhere. Our vision evolved during 2023 to emphasize our commitment to our customers, and sustainable development. To this end, our refreshed vision is to be our customers’ and partners’ preferred commercial platform and ally for growth, fostering a sustainable future.
We have strengthened our longstanding relationship with The Coca-Cola Company by together updating and enhancing the following main objectives: (i) growth principles, (ii) relationship economics, (iii) potential new businesses and ventures, and (iv) digital strategy. See “Item 7. Major Shareholders and Related Party Transactions—Cooperation Framework with The Coca-Cola Company”.
21
To consolidate our position as a global leader in our industry and strengthen our value proposition for our retail clients and end consumers, we are leveraging our strengths, our rights-to-win, and working on the following six strategic priorities as our guiding principles: (i) grow the core, (ii) be the preferred commercial platform, (iii) strategic M&A, (iv) de-bottleneck our infrastructure and digitize the enterprise, (v) strengthen our customer-centric culture, and (vi) foster a sustainable future.
i.Grow the core. We see more runway to grow our core business by a focus on capturing growth opportunities for the Coca-Cola portfolio across markets and channels; accelerating the growth of Coca-Cola Zero across our territories, improving our competitive position in flavors; developing growth opportunities in low per-capita markets; and accelerating growth of profitable non-carbonated beverage categories.
ii.Be the preferred commercial platform. We aim to capitalize on the AI capabilities of Juntos+, our omnichannel commercial platform, and continue to roll out and leverage Juntos+ Advisor, our sales force tool, across our markets, leveraging a curated portfolio of brands together with The Coca-Cola Company and a multi-category portfolio.
iii.Strategic M&A. Pursue value-enhancing acquisitions, leveraging a disciplined approach.
iv.De-bottleneck our infrastructure and digitize the enterprise. We aim to increase manufacturing and distribution capacity, while implementing best-in-class logistics and distribution enablers.
v.Strengthen our customer-centric culture. We aim to promote a growth mindset, fostering a customer-centric and psychologically safe culture, building a multiplier leadership style and empowering leaders to develop our people.
vi.Foster a sustainable future. By integrating a robust governance framework with social development and environmental stewardship, we create lasting value for our business, people, and communities across our value chain. Our view on sustainable development is a comprehensive part of our business strategy.
Our view on sustainable development is a comprehensive part of our business strategy. We base our efforts on three transversal aspects (i) ethics and governance, (ii) human rights, diversity, equity and inclusion, and (iii) culture, while focusing on seven pillars: (i) water stewardship, (ii) packaging and circular economy, (iii) climate action, (iv) product portfolio, (v) sustainable sourcing, (vi) integral employee well-being, and (vii) community development.
Our Territories
The following map shows our territories, giving estimates in each case of the population to which we offer products and the number of retailers of our beverages as of December 31, 2025:
22
Our Products
We produce, market, sell and distribute mainly The Coca-Cola Company trademark beverage portfolio. These include sparkling beverages (colas and flavored sparkling beverages), waters and other non-carbonated beverages (including tea, sports drinks, energy drinks, fruit-based beverages, juice, coffee, milk, value-added dairy, plant-based drinks) and certain alcoholic ready-to-drink beverages, such as Bacardí Coca-Cola and Topo Chico hard seltzer.
In addition, through certain distribution agreements, we distribute and sell certain consumer products and alcoholic beverages in most of our territories, including Monster products in all the countries where we operate, Heineken-owned brand beer products in certain markets, Estrella Galicia and Therezópolis beer products in our Brazilian territories and ABI beer products in Costa Rica. This multicategory strategy aims to enhance our value proposition for retailers and consumers in the market, leveraging a curated portfolio that allows us to increase sales of our core portfolio and complement our reach, and generating network effects that further strengthen our platform.
The following table sets forth the trademarks of the main products we distributed in 2025:
23
Colas:
Coca-Cola
Coca-Cola Zero
Coca-Cola Light
Flavored Sparkling Beverages:
Ameyal Fanta Mundet Sprite
Crush Fresca QuAtro Yoli
Escuis Kuat Schweppes
Still Beverages:
AdeS Del Valle Hi-C Powerade
Cepita Fury Leão Santa Clara
Delaware Fuze Tea Monster Valle Frut
Water:
Alpina Brisa Dasani Smartwater
Aquarius Ciel Manantial Topo Chico
Benedictino Crystal Seagram’s Vitale
Packaging
We produce, market, sell and distribute Coca-Cola trademark beverages in each of our territories in containers authorized by The Coca-Cola Company, which consist primarily of a variety of returnable and non-returnable presentations in the form of glass bottles, cans and plastic bottles mainly made of PET resin. We use the term presentation to refer to the packaging unit in which we sell our products. Presentation sizes for our Coca-Cola trademark beverages range from a 192-milliliter personal size to a 20-liter bulk serving size. For all of our products excluding water, we consider a multiple serving size as equal to, or larger than, 1.0 liter. In general, personal sizes have a higher price per unit case as compared to multiple serving sizes. We offer both returnable and non-returnable presentations, which allow us to offer portfolio alternatives based on convenience and affordability to implement revenue management strategies and to target specific distribution channels and population segments in our territories. In addition, we sell some Coca-Cola trademark beverage syrups in containers designed for soda fountain use, which we refer to as fountain.
In addition, we inform our consumers through front labeling on the nutrient composition and caloric content of our beverages in accordance with local laws and regulations. We adhere to national and international codes of conduct in advertising and marketing, including communications targeted to minors which are developed based on the Responsible Marketing policies and Global School Beverage Guidelines of The Coca-Cola Company. See “—Other Regulations.”
Sales Volume and Transactions Overview
We measure total sales volume in terms of unit cases and number of transactions. A “unit case” refers to 192 ounces of finished beverage product (24 eight-ounce servings) and, when applied to soda fountains, refers to the volume of syrup, powders and concentrate that is required to produce 192 ounces of finished beverage product. “Transactions” refers to the number of single units (e.g., a can or a bottle) sold, regardless of their size or volume or whether they are sold individually or in multipacks, except for fountain which represents multiple transactions based on a standard 12 ounce serving.
Except when specifically indicated, “sales volume” in this annual report refers to sales volume in terms of unit cases.
Our most important brand, Coca-Cola, together with its line of reduced- or no-sugar products, accounted for 60.3%, 60.7%, and 60.2% of our total sales volume in 2025, 2024 and 2023, respectively.
The following table illustrates our historical sales volume and number of transactions for each of our operations and our reporting segments for 2025 as compared to 2024.
24
Sales Volume(2) Transactions(2)
2025 2024 2025 2024
(Millions of unit cases or millions of single units)
Mexico 2,013.6 2,124.3 9,553.8 10,131.9
Guatemala(4) 197.8 195.9 1,498.5 1,459.5
Central America South (1)(4) 180.3 173.9 1,359.0 1,335.2
Mexico & Central America 2,391.7 2,494.1 12,411.4 12,926.6
Growth (4.1) % 4.1 % (4.0) % 4.7 %
Colombia 349.4 352.3 2,574.7 2,592.8
Brazil 1,178.0 1,159.3 8,616.8 8,286.2
Argentina 178.8 168.3 951.7 877.4
Uruguay 52.3 50.7 258.4 246.2
South America 1,758.7 1,730.6 12,401.5 12,002.6
Growth 1.6 % 4.7 % 3.3 % 5.3 %
Total 4,150.4 4,224.6 24,812.9 24,929.2
Growth (1.8) % 4.4 % (0.5) % 5.0 %
The following table illustrates the multiple serving presentations and returnable packaging mix for sparkling beverages sales volume:
Multiple Serving Presentations Returnable Packaging
2025 2024 2025 2024
Mexico 69.4 % 69.2 % 33.8 % 37.0 %
Guatemala 60.6 % 60.4 % 33.8 % 35.0 %
Central America South (1) 63.1 % 62.8 % 33.5 % 35.3 %
Colombia 69.6 % 70.5 % 23.5 % 25.8 %
Brazil 73.7 % 74.6 % 16.9 % 17.2 %
Argentina 79.1 % 81.5 % 20.5 % 24.1 %
Uruguay 79.9 % 80.5 % 17.7 % 18.5 %
Total 70.5 % 70.8 % 26.8 % 29.1 %
The following table illustrates our historical sales volume and number of transactions performance by category for each of our operations and our reporting segments:
25
Year Ended December 31, 2025
Sparkling Stills Water Bulk Water Total
Sales Volume Growth
Mexico (6.6) % 2.2 % (5.1) % (3.1) % (5.2) %
Guatemala(4) 2.3 % (13.2) % (6.3) % (7.1) % 1.0 %
Central America South (1)(4) 1.7 % 7.0 % 39.6 % (4.0) % 3.7 %
Mexico and Central America (5.0) % 1.9 % (3.3) % (3.1) % (4.1) %
Colombia — % (8.5) % 1.4 % (7.2) % (0.8) %
Brazil 1.1 % 4.9 % 4.8 % (3.5) % 1.6 %
Argentina 3.1 % 33.9 % 13.3 % (9.7) % 6.3 %
Uruguay 1.2 % 13.3 % 10.4 % — 3.2 %
South America 1.1 % 5.1 % 5.4 % (6.6) % 1.6 %
Total (2.3) % 3.3 % 1.0 % (3.4) % (1.8) %
Number of Transactions Growth
Mexico (7.1) % 1.4 % (2.2) % — (5.7) %
Guatemala 2.1 % (3.9) % 24.1 % 2.7 %
Central America South (1) 1.8 % 1.8 % 1.4 % — 1.8 %
Mexico and Central America (5.0) % 1.1 % (0.4) % — (4.0) %
Colombia 0.8 % (13.5) % (0.7) % — (0.7) %
Brazil 3.7 % 5.3 % 4.1 % — 4.0 %
Argentina 4.6 % 31.7 % 7.0 % — 8.5 %
Uruguay 3.4 % 12.4 % 9.2 % — 4.9 %
South America 3.2 % 4.5 % 3.0 % — 3.3 %
Total (1.2) % 2.9 % 1.5 % — (0.5) %
The following table illustrates our unit case mix by category for each of our operations and our reporting segments for 2025 as compared to 2024:
Sparkling Beverages Stills Water (3)
Year ended December 31, 2025
2025 2024 2025 2024 2025 2024
Unit Case Mix by Category
Mexico 67.5 % 68.5 % 8.0 % 7.4 % 24.5 % 24.1 %
Guatemala(4) 90.0 % 88.8 % 4.3 % 5.0 % 5.7 % 6.2 %
Central America South (1)(4) 82.1 % 83.7 % 12.6 % 12.3 % 5.3 % 4.0 %
Mexico and Central America 70.5 % 71.1 % 8.1 % 7.6 % 21.5 % 21.3 %
Colombia 76.7 % 76.0 % 7.4 % 8.1 % 15.9 % 15.9 %
Brazil 82.9 % 83.3 % 8.9 % 8.6 % 8.2 % 8.1 %
Argentina 72.8 % 75.1 % 10.0 % 8.0 % 17.1 % 16.9 %
Uruguay 78.5 % 80.1 % 6.9 % 6.3 % 14.6 % 13.6 %
South America 80.5 % 81.0 % 8.6 % 8.4 % 10.9 % 10.7 %
Total 74.7 % 75.2 % 8.3 % 7.9 % 17.0 % 16.9 %
(1) Includes sales volume and transactions from Nicaragua, Costa Rica and Panama.
(2) Excludes beer and spirit sales volume and transactions.
(3) Includes bulk water volume and transactions.
(4) 2024 volume figures adjusted to reflect real data for total and bulk volumes.
Seasonality
Sales of our products are seasonal in all of the countries where we operate, as our sales volumes generally increase during the summer months of each country and during the year-end holiday season. In Mexico, Central America and Colombia, we typically achieve our highest sales during the months of April through August as well as during the year-end holidays in December. In Brazil,
26
Uruguay and Argentina, our highest sales levels occur during the summer months of October through March, including the year-end holidays in December.
Marketing
We, in conjunction with The Coca-Cola Company, have developed a marketing strategy to promote the sale and consumption of our products. We rely extensively on advertising, sales promotions and retailer support programs to target the particular preferences of our consumers. Our consolidated marketing expenses in 2025 were Ps. 5,372 million.
Retailer Support Programs. Support programs include providing retailers with point-of-sale display materials and consumer sales promotions, such as contests, sweepstakes and the giveaway of product samples.
Coolers. Coolers play an integral role in our clients’ plans for success. Increasing both cooler coverage and the number of cooler doors among our retailers is important to ensure that our wide variety of products are properly displayed, while strengthening our merchandising capacity in our distribution channels to significantly improve our point-of-sale execution.
Advertising. We advertise in all major communications media. We focus our advertising efforts on increasing brand recognition by consumers and improving our customer relations. National advertising campaigns are designed and proposed by The Coca-Cola Company’s local affiliates in the countries where we operate, with our input at the local or regional level. Point-of-sale merchandising and advertising efforts are proposed and implemented by us, with a focus on increasing our connection with customers and consumers.
Marketing in our Distribution Channels. In order to provide more dynamic and specialized marketing of our products, our strategy is to classify our markets and develop targeted efforts for each consumer segment or distribution channel. Our principal channels are small retailers, “on-premise” accounts, such as restaurants and bars, supermarkets and third-party distributors. Presence in these channels entails a comprehensive and detailed analysis of the purchasing patterns and preferences of various groups of beverage consumers in each of the different types of locations or distribution channels. In response to this analysis, we tailor our product, price, packaging and distribution strategies to meet the particular needs of and exploit the potential of each channel.
Multi-Segmentation. We have implemented a multi-segmentation strategy in all of our markets. These strategies consist of the definition of a strategic market cluster or group and the implementation and assignment of different product/price/package portfolios and service models to such market cluster or group. These clusters are defined based on consumption occasion, competitive environment, income level and types of distribution channels.
Product Sales and Distribution
The following table provides an overview of our distribution centers,retailers and direct-to-consumer (“DTC”) channels to which we sold our products:
As of December 31, 2025
Mexico and Central America(1)(3) South America(2)
Distribution centers 174 82
Retailers(4) 1,069,744 1,011,318
DTC(5) 474,436 5,614
(1) Includes Mexico, Guatemala, Nicaragua, Costa Rica and Panama.
(2) Includes Colombia, Brazil, Argentina and Uruguay.
(3) For purposes of this table, we have considered owned and third-party distribution centers managed by us.
(4) Active customers with direct support from the Company, including traditional channels, modern channels and indirect customers.
(5) Reflects purchasing households as of December 31, 2025.
We continuously evaluate our distribution model in order to fit with the local dynamics of the marketplace and analyze the way we go to market, recognizing different service needs from our customers, while looking for more efficient distribution models. As part of this strategy, we are rolling out a variety of new distribution models throughout our territories looking for improvements in our distribution network.
We use several sales and distribution models depending on market and geographic conditions and the customer’s profile: (i) the pre-sale system, which separates the sales and delivery functions, permitting trucks to be loaded with the mix of products that retailers have previously ordered, thereby increasing both sales and distribution efficiency; (ii) the conventional truck route system, in which the person in charge of the delivery makes immediate sales from inventory available on the truck; (iii) sales through digital platforms
27
to access technologically enabled customers; (iv) the telemarketing system, which could be combined with pre-sales visits; and (v) sales through third-party wholesalers and other distributors of our products.
As part of the pre-sale system, sales personnel also provide merchandising services during retailer visits, which we believe enhance the shopper experience at the point-of-sale. We believe that an adequate number of service visits to retailers and frequency of deliveries are essential elements in an effective selling and distribution system of our products.
We continue to reinforce our presence in digital sales channels such as digital platforms, food aggregators, e-commerce websites and mobile device applications, in an effort to address the growing demand from our business partners through such sales channels. This reinforcement is aligned with our overall digitization and omnichannel strategies.
In 2025, no single customer accounted for more than 10.0% of our consolidated total sales.
Our distribution centers range from large warehousing facilities to small cross-docking facilities. In addition to our fleet of trucks, we distribute our products in certain locations through electric carts and hand-trucks. In some of our territories, we rely on third parties to transport our finished products from our bottling plants to our distribution centers and, in some cases, directly to our customers.
Mexico. From the distribution centers, we distribute our finished products to retailers mainly through our own fleet of trucks. In designated areas in Mexico, third-party distributors deliver our products to retailers and consumers, allowing us to access these areas on a cost-effective basis.
In Mexico, we sell a majority of our beverages through our traditional distribution channel, which consists of sales at small retail stores to consumers who may take the beverages for consumption at home or elsewhere. We also sell products through modern distribution channels, the “on-premise” consumption segment, home delivery routes, supermarkets and other locations. Modern distribution channels include large and organized chain retail outlets such as wholesale supermarkets, discount stores and convenience stores that sell fast-moving consumer goods, where retailers can buy large volumes of products from various producers. The “on-premise” consumption segment consists of sales through points-of-sale where products are consumed at the establishment from which they were purchased. This includes retailers such as restaurants and bars as well as stadiums, auditoriums and theaters.
Brazil. In Brazil, we distribute our finished products to retailers through a combination of our own fleet of trucks and third-party distributors, while maintaining control over the selling activities. In designated zones in Brazil, third-party distributors purchase our products and resell them to retailers. In Brazil, we sell a majority of our beverages at small retail stores. We also sell products through modern distribution channels and “on-premise” consumption. Modern distribution channels in Brazil include large and organized chain retail outlets such as wholesale supermarkets and discount stores that sell fast-moving consumer goods.
Territories other than Mexico and Brazil. We distribute our finished products to retailers through a combination of our own fleet of trucks and third-party distributors. In most of our territories, an important part of our total sales volume is sold through small retailers.
Principal Competitors
Our principal competitors are local Pepsi bottlers and other bottlers and distributors of local beverage brands. We also face competition in many of our territories from producers of B brands. A number of our competitors in Central America, Brazil, Argentina and Colombia offer beer in addition to sparkling beverages, still beverages and water, which may enable them to achieve distribution efficiencies that other competitors who do not offer an integrated portfolio may not achieve.
While competitive conditions are different in each of our territories, we compete mainly in terms of price, packaging, effective promotional activities, access to retail outlets and sufficient shelf space, customer service, product innovation and product alternatives and the ability to identify and satisfy consumer preferences. We compete by seeking to offer products at an attractive price in the different segments in our markets and by building on the value of our brands. We believe that the introduction of new products and new presentations has been a significant competitive advantage that allows us to increase demand for our products, provide different options to consumers and increase new consumption opportunities. See “—Our Products” and “—Packaging.”
Mexico and Central America. Our principal competitor in Mexico is Grupo GEPP, S.A.P.I. de C.V., the exclusive bottler of Pepsi beverage products and subsidiary of Organización Cultiba, S.A.B. de C.V., a joint venture formed by Grupo Embotelladoras Unidas, S.A.B. de C.V., the former Pepsi bottler in central and southeast Mexico, a subsidiary of PepsiCo and Empresas Polar, S.A., a beer distributor and Pepsi bottler. Our main competition in the juice category in Mexico is Grupo Jumex. In the water category, our main competitor is Bonafont, a water brand owned by Danone. In addition, we compete with Keurig Dr Pepper in sparkling beverages and with other local brands in our Mexican territories, as well as “B brand” producers, such as Embotelladora Aga de Mexico, S.A. de C.V. (Red Cola bottler), that offer various presentations of sparkling and still beverages.
28
In the countries that comprise our Central America region, our main competitors are Pepsi and Big Cola bottlers. In Guatemala, we compete with The Central American Bottler Corporation (“CBC”), who also has a regional joint venture with AmBev to produce, distribute and sell beer; Cervecería Centroamericana S.A., who is focused in the beer and stills categories; and AJE Group. In Nicaragua, our principal competitor is AJE Group. We also compete with the joint venture between CBC and AmBev. In Costa Rica, our principal competitor is Florida Bebidas S.A., a subsidiary of Florida Ice and Farm Co. and Cooperativa de Productores de Leche Dos Pinos R.L. in juices. In Panama, our main competitor is Cervecería Nacional, S.A., followed by AJE Group and Petite Bottling Company, Inc. (Unicola). We also face competition from B brands offering multiple serving size presentations in certain Central American countries.
South America. Our principal competitor in Colombia is Postobón, a local bottler that sells and distributes sparkling beverages (Manzana Postobón, Uva Postobón and Colombiana), still beverages (Hit Juice) and water (Cristal). Postobón also distributes Pepsi products and is a vertically integrated producer, the owners of which hold other significant commercial and industrial interests in Colombia. We also compete with low-price producers, such as Aje Colombia S.A., the producers of Big Cola, which principally offer multiple serving size presentations in the value segment of the sparkling and still beverage industry.
In Brazil, we compete against AmBev, a company that distributes Pepsi brands, local brands with flavors such as guarana, and proprietary beer brands. We also compete against B brands or “Tubainas,” which are small, local producers of low-cost sparkling beverages that represent a significant portion of the sparkling beverage market. In the water segment, our main competitors include Minalba, owned by Grupo Edson Queiroz, Água da Pedra, owned by Fruki Bebidas, as well as several smaller regional brands. In the energy category, our principal competitors are Red Bull, which has a distribution agreement with AmBev, and Bally, owned by Bebidas Grassi do Brasil Ltda., a brand positioned in the low‑price segment and offering multiple serving size formats.
In Argentina, our main competitor is Buenos Aires Embotellador S.A., a Pepsi bottler owned by Argentina’s principal brewery, Quilmes Industrial S.A., and indirectly controlled by AmBev, and Manaos and Cunnington, B-brands owned by Refres Now S.A., low-price sparkling beverages which are gaining relevance in the market. In the water category, we compete directly with Levité, Villavicencio and Villa del Sur, owned by Danone, which is controlled by Compañía Cervecerías Unidas.
In Uruguay, our main competitor is Salus, a water brand owned by Danone. We also compete against Fábricas Nacionales de Cerveza S.A., a Pepsi bottler and distributor controlled by AmBev S.A. In addition, we compete with CCU Inversiones II Ltda., a water, soft drinks and brewing company, and finally with certain low-priced regional producers.
Raw Materials
Pursuant to our bottler agreements, we are authorized to manufacture, sell and distribute Coca-Cola trademark beverages within specific geographic areas, and we are required to purchase concentrate for all Coca-Cola trademark beverages in all of our territories from affiliates of The Coca-Cola Company and sweeteners and other raw materials from companies authorized by The Coca-Cola Company. Concentrate prices for Coca-Cola trademark beverages are determined as a percentage of the weighted average retail price in local currency net of applicable taxes. In the past, the concentrate prices for Coca-Cola trademark beverages have been increased in some of the countries where we operate. These prices may increase in the future and we may not be successful in negotiating or implementing measures to mitigate the negative effect this may have on the prices of our products or our results. See “—Bottler Agreements” and “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Cooperation Framework with The Coca-Cola Company.”
In addition to concentrate, we purchase sweeteners, carbon dioxide, virgin and recycled PET resin and preforms to make plastic bottles, finished plastic and glass bottles, cans, caps and fountain containers, as well as other packaging materials and raw materials. Our bottler agreements provide that these materials may be purchased only from suppliers approved by The Coca-Cola Company. Prices for certain raw materials, including those used in the bottling of our products, mainly PET resin, finished plastic bottles, aluminum cans, HFCS and certain sweeteners, are paid in or determined with reference to the U.S. dollar, and therefore local prices in a particular country may increase based on changes in the applicable exchange rates. Our most significant packaging raw material costs arise from the purchase of PET resin, the price of which is related to crude oil prices and global supply of virgin and recycled PET resin. On average, the price that we paid for PET resin in U.S. dollars in 2025 increased 2.4% as compared to 2024 in all our territories. In addition, given that high currency volatility has affected and continues to affect most of our territories, the average price for PET resin in local currencies was higher in all of our territories. In 2025, we purchased certain raw materials in advance, negotiated and locked-in prices in advance and entered into certain derivative transactions which helped us capture opportunities with respect to raw material costs and currency exchange rates.
Under our agreements with The Coca-Cola Company, we may use raw or refined sugar, artificial sweeteners and HFCS in our products. Sugar prices in all of the countries where we operate, other than Brazil and Uruguay, are subject to local regulations and other barriers to market entry that, in certain countries, often cause us to pay for sugar in excess of international market prices. In recent years, international sugar prices experienced significant volatility. Across our territories, our average price for sugar in U.S. dollars, taking into account our financial hedging activities, decreased by approximately 10.7% in 2025 as compared to 2024.
29
We consider water a raw material in our business. We obtain the vast majority of the water used in our production pursuant to concessions to use wells and from municipal utility companies.
None of the materials or supplies that we use is presently in short supply, although the supply of specific materials could be adversely affected by strikes, market and economic conditions, weather conditions, governmental controls, national emergency situations, pandemics, water shortages or the failure to maintain our existing water concessions.
Mexico and Central America. In Mexico, we purchase PET resin mainly from Indorama Ventures Polymers México, S. de R.L. de C.V. and DAK Resinas Americas Mexico, S.A. de C.V., which Alpla México, S.A. de C.V. (“Alpla”), and Envases Universales de México, S.A.P.I. de C.V. manufacture into non-returnable plastic bottles for us. We have also diversified our import suppliers from China to Vietnam and Taiwan to mitigate the effects of tariffs and support our PET resin strategy.
We purchase all of our cans from Crown Envases México, S.A. de C.V., formerly known as Fábricas de Monterrey, S.A. de C.V., and Envases Universales de México, S.A.P.I. de C.V. We mainly purchase our glass bottles from Owens America, S. de R.L. de C.V., and Sílices de Veracruz, S.A. de C.V., known as SIVESA.
We purchase sugar from, among other suppliers, PIASA, Beta San Miguel, S.A. de C.V., or Beta San Miguel, and Ingenio La Gloria, S.A., all of them sugar cane producers. As of the date of this annual report, we held a 36.4% and 2.7% equity interest in PIASA and Beta San Miguel, respectively. We purchase HFCS from Ingredion México, S.A. de C.V., Cargill de Mexico, S.A. de C.V. and Almidones Mexicanos, S.A. de C.V., known as Almex.
Sugar prices in Mexico are subject to local regulations and other barriers to market entry that often cause us to pay higher prices than those paid in the international market. As a result, prices in Mexico have no correlation to international market prices. In 2025, sugar prices in local currency in Mexico decreased approximately 20.8% as compared to 2024.
In Central America, the majority of our raw materials such as glass and non-returnable plastic bottles are purchased from several local suppliers. We purchase our cans from Envases Universales Ball de Centroamérica, S.A. and Envases Universales de México, S.A.P.I. de C.V. Sugar is available from suppliers that represent several local producers. In Costa Rica, we acquire plastic non-returnable bottles from Alpla C.R. S.A., and in Nicaragua we acquire such plastic bottles from Alpla Nicaragua, S.A. We mainly purchase our glass bottles from Vidriera Guatemalteca, S.A., known as VIGUA, and Vidriera Centroamericana, S.A., known as VICAL.
South America. In Colombia, we use sugar as a sweetener in all of our caloric beverages, which we buy from several sources. In 2025, sugar prices in Colombia decreased by 4.1% in U.S. dollars and decreased 4.6% in local currency, as compared to 2024. We purchase non-returnable plastic bottles from Amcor Rigid Plastics de Colombia, S.A. and Envases de Tocancipa S.A.S. (affiliate of Envases Universales de México, S.A.P.I. de C.V.). We have historically purchased all of our non-returnable glass bottles from O-I Peldar. We purchase all of our cans from Crown Colombiana, S.A.
In Brazil, we also use sugar as a sweetener in all of our caloric beverages. Sugar is available at local market prices, which historically have been similar to international prices. Sugar prices in Brazil decreased approximately 9.2% in U.S. dollars and decreased 5.8% in local currency as compared to 2024. Taking into account our financial hedging activities, our sugar prices in Brazil in 2025 decreased 13.0% in U.S. dollars and 16.0% in local currency as compared to 2024. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk.” We purchase non-returnable glass bottles, plastic bottles and cans from several domestic and international suppliers. We mainly purchase PET resin from local suppliers such as Indorama Ventures Polímeros S.A. and glass bottles from Owens Illinois do Brasil Ind Ecom.
In Argentina, we mainly use HFCS that we purchase from several different local suppliers as a sweetener in our products. We purchase glass bottles and other raw materials from several domestic sources. We purchase plastic preforms at competitive prices from Andina Empaques S.A., a local subsidiary of Embotelladora Andina, S.A., a Coca-Cola bottler with operations in Chile, Argentina, Brazil and Paraguay, Alpla Avellaneda, S.A., AMCOR Argentina, and other local suppliers. We purchase our glass bottles from Cattorini Hnos Saicfei, known as Cattorini.
In Uruguay, we also use sugar as a sweetener in all of our caloric beverages, which is available at Brazil’s local market prices. Sugar prices in Uruguay decreased approximately 8.3% in U.S. dollars and decreased 6.3% in local currency as compared to 2024. Our main supplier of sugar is Nardini Agroindustrial Ltda., which is based in Brazil. We purchase PET resin from several Asian suppliers, such as SFX – Jiangyin Xingyu New Material Co. Ltd. and India Reliance Industry (a joint venture with DAK Resinas Americas Mexico, S.A. de C.V.), and we purchase non-returnable plastic bottles from global PET converters, such as Cristalpet S.A. (affiliate of Envases Universales de México, S.A.P.I. de C.V.). We purchase our glass bottles from Cattorini.
30
Regulation
We are subject to different regulations in each of the territories where we operate. The adoption of new laws or regulations or changes in existing laws or regulations in the countries where we operate may increase our operating and compliance costs, increase our liabilities or impose restrictions on our operations which, in turn, may adversely affect our business, financial condition and results of operations.
Taxation of Beverages
As of December 31, 2025, all the countries where we operate, except for Panama, impose value-added tax on the sale of sparkling beverages, with a rate of 16.0% in Mexico, 12.0% in Guatemala, 15.0% in Nicaragua, 13.0% in Costa Rica, 19.0% in Colombia, 21.0% in Argentina, 22.0% in Uruguay, and in Brazil 16.0% in the state of Rio de Janeiro, 17.0% in the state of Santa Catarina, 18.0% in the states of São Paulo, Minas Gerais, Rio Grande do Sul and Parana, 19.0% in the state of Goias and 20.0% in the state of Mato Grosso do Sul. The states of Rio de Janeiro, Goias, Minas Gerais and Parana also charge an additional 2.0% on sales as a contribution to a poverty eradication fund. In Brazil, the value-added tax is grossed-up and added, along with federal sales tax, at the taxable basis. In addition, we are responsible for charging and collecting the value-added tax from each of our retailers in Brazil, based on average retail prices for each state where we operate, defined primarily through a survey conducted by the government of each state, which for us amounted to an average taxation of approximately 17.0% over net sales in 2025.
Several of the countries where we operate impose excise or other taxes, as follows:
•Mexico imposes an excise tax on the production, sale and import of beverages with added sugar and HFCS, which from January 1, 2025 to December 31, 2025 was Ps. 1.6451 per liter. This excise tax is applied only to the first sale, and we are responsible for charging and collecting it. As of January 1, 2026, the excise tax increased to Ps. 3.0818 per liter for beverages with added sugar and HFCS, and a new excise tax of Ps. 1.50 per liter came into effect for beverages containing non-caloric sweeteners. These excise tax rates will be in effect until December 31, 2026, and will thereafter be subject to an annual increase based on the previous year’s inflation rate.
•Guatemala imposes an excise tax of 18 cents in Guatemalan quetzales (Ps. 0.42 as of December 31, 2025) per liter of sparkling beverage, 0.8 Guatemalan quetzales (Ps. 0.19 as of December 31, 2025) per liter of water, 0.12 Guatemalan quetzales (Ps. 0.28 as of December 31, 2025) per liter of isotonic beverages and 0.10 Guatemalan quetzales (Ps. 0.23 as of December 31, 2025) per liter of juice.
•Costa Rica imposes a specific tax on non-alcoholic carbonated bottled beverages based on the combination of packaging and flavor, currently assessed at 20.99 Costa Rican colones (Ps. 0.75 as of December 31, 2025) per 250 milliliters, an excise tax (which is a contribution to the National Institute of Rural Development (Instituto Nacional de Desarrollo Rural)) currently assessed at 7.18 Costa Rican colones (approximately Ps. 0.26 as of December 31, 2025) per 250 milliliters, and a specific tax of 15.57 Costa Rican colones (Ps. 0.56 as of December 31, 2025) per 250 milliliters of non-carbonated beverages.
•Nicaragua imposes a 15.0% tax on beverages, except for water, and municipalities impose a 1.0% tax on our Nicaraguan gross sales.
•Panama imposes an excise tax of 7.0% on carbonated beverages with more than 7.5 grams of sugar or any caloric sweetener per 100 milliliters, and a 10.0% tax on syrups, powders and concentrate used to produce sugary drinks. In addition, Panama imposes an excise tax of 5.0% on non-carbonated beverages with more than 7.5 grams of sugar or any caloric sweetener per 100 milliliters, whether imported or produced locally. Beverages derived from dairy products, grains or cereals, nectars, fruit juices and vegetables with natural fruit concentrates are exempt from this tax.
•Argentina imposes an excise tax of 8.7% on sparkling beverages containing less than 5.0% lemon juice or less than 10.0% fruit juice, and an excise tax of 4.2% on sparkling water and flavored sparkling beverages with 10.0% or more fruit juice content, although this excise tax is not applicable to some of our products.
•Brazil assesses an average production excise tax of approximately 2.6% and an average sales tax of approximately 12.0% over net sales. These production and sales taxes apply only to the first sale, and we are responsible for charging and collecting these taxes from each of our retailers, with the exception of sales to wholesalers, which are entitled to recover the sales tax, and charge and collect it again upon the resale of our products to final retailers.
•Colombia’s municipalities impose a sales tax that varies between 0.35% and 1.3% of net sales. From January 1, 2025 to December 31, 2025, the excise tax for beverages with 6 to 10 grams of added sugar per 100 milliliters was 38 Colombian pesos (approximately Ps. 0.13 as of December 31, 2025) and the excise tax for beverages with more
31
than 10 grams of added sugar per 100 milliliters was 65 Colombian pesos (approximately Ps. 0.26 as of December 31, 2025). From January 1, 2026 to December 31, 2026, the excise tax has increased to 40 Colombian pesos (approximately Ps. 0.18 as of December 31, 2025) for beverages that contain 5 to 9 grams of added sugar per 100 milliliters, and to 68 Colombian pesos (approximately Ps. 0.31 as of December 31, 2025) for beverages with more than 9 grams of added sugar per 100 milliliters.
•Uruguay imposes an excise tax of 19.0% on sparkling beverages, an excise tax of 12.0% on fruit juice-based beverages with at least 10.0% natural fruit juice content (or at least 5.0% natural fruit juice content in the case of lemon), and an excise tax of 8.0% on sparkling water and still water.
Tax Reforms
Brazil. In early 2017, the Brazilian Federal Supreme Court ruled that the value-added tax would not be used as the basis for calculating the federal sales tax, resulting in a reduction of the federal sales tax. Our Brazilian subsidiaries commenced legal proceedings to ascertain their ability to calculate federal sales tax without using the value-added tax as a basis, in accordance with the Brazilian Federal Supreme Court’s first ruling, and obtained a final favorable resolution in 2019. However, the Brazilian tax authorities appealed the Brazilian Federal Supreme Court’s decision and such appeal was denied in May 2021. Pursuant to our final favorable resolution of 2019, the federal production and sales taxes together resulted in an average of 14.6% tax over net sales in 2024 and 2025.
In December 2023, the Brazilian government published a provisional measure to establish the amount of tax credits subject to offset as determined by a final and unappealable court decision that says any credit exceeding the value of 10 million Brazilian reais (approximately Ps. 32.7 million as of December 31, 2025) must observe the monthly limitation to be offset by 1/60 of the total value of the tax credit. This measure was converted into law in May 2024.
Furthermore, in December 2023, the Brazilian government published a constitutional amendment enacting a broad tax reform that will replace the current indirect tax system in Brazil with a new system, with the phase-in of the new law starting on January 1, 2026 and full adoption expected by 2033. The municipal service tax, state value-added tax and federal sales tax will be replaced by a dual value-added tax, composed of the federal “CBS” and the state and municipal “IBS”. This dual value-added tax will apply to all tangible and intangible goods, rights and services and will be calculated based on the amount charged at the location where goods are consumed or the rights or services are provided. The system will be non-cumulative, allowing tax credits from previous transactions. Initially, there will be a standard rate for all goods and services, with reductions ranging from 100.0% to a 30.0% discount for sectors such as education, health, public transportation and food products. Federal, state and municipal governments may define specific rates, and the final rate will be the sum of the IBS and CBS rates.
In December 2024, Congress approved the complementary law establishing the foundation of the new regulations, which was approved by the President of Brazil in January 2025. The reform also includes the creation of a Selective Tax (“IS”) on products such as sugary beverages starting in 2027. This tax will be single-phase (charged only once), will not generate tax credits, and will be included in the tax base of other levies. The federal production and sales tax will be reduced to zero, except for products from the Manaus Free Trade Zone, which has remained at a rate of 8.0% since May 2022. Further regulations detailing the dual value-added tax and IS will be issued, however as of the date of this annual report, neither rate has been defined. Additionally, the reform establishes five-year reviews of the combined CBS and IBS rates. If the total exceeds 26.5%, the government must propose a reduction to Congress.
On January 1, 2024, new transfer pricing rules that were previously published in December 2022, and relevant guidelines required to comply with such rules, became effective. These rules aim to align the Brazilian transfer pricing system with the transfer pricing guidelines recommended by the Organization for Economic Cooperation and Development (the “OECD”).
On January 1, 2024, a law published in December 2023 became effective, establishing that any subsidies granted by municipalities or the states should be taxed by the income tax and social contribution at the combined tax rate of 34.0% and will be subject to other contributions at a combined tax rate of 9.25%. In addition, the law establishes that federal Brazilian government will grant an income tax credit of 25.0% on the municipality or state subsidy, limited to the lower of (i) 25.0% of the tax benefit itself or (ii) 25.0% of the depreciation of such assets applied on approved development or expansion projects which caused such subsidy, provided that certain conditions are met. In response to a legal action initiated by our Brazilian subsidiary, a federal court issued a favorable ruling excluding tax incentives recorded as capital reserves from the taxable base established by the new legislation.
In December 2024, the Brazilian government published a new law introducing an Additional Social Contribution on Net Profit (the “Additional CSLL”) and the Qualified Domestic Minimum Top-Up Tax (“QDMTT”) method, to ensure a minimum effective taxation of 15.0% on multinational groups operating in Brazil. The Additional CSLL is the mechanism through which Brazil implements the QDMTT, aligning its tax system with the OECD Pillar Two rules. This Additional CSLL became effective in January
32
2025 and, as of the date of this annual report, is not expected to be applicable to our Brazilian subsidiary. However, the legislation requires an annual assessment to determine its applicability in future periods.
In June 2025, a new decree related to the Financial Transaction Tax (“IOF”) was enacted in Brazil. The decree increased the IOF rate applicable to foreign exchange, credit, cross-border payments, remittances and other financial transactions to rates of up to 3.5%, depending on the nature of the transaction.
In November 2025, the Brazilian government enacted new tax legislation requiring Brazilian legal entities to withhold income tax on certain dividend distributions commencing on January 1, 2026. Dividends paid to non-resident shareholders and certain resident individuals will be subject to a 10.0% withholding income tax upon payment, crediting, delivery, employment or remittance. The legislation provides for a transitional regime pursuant to which dividends related to profits accrued and formally approved for distribution on or before December 31, 2025 will remain exempt of such withholding, provided that such dividends are paid, credited, delivered, employed and remitted no later than December 31, 2028.
Argentina. In December 2023, the Argentine government issued an executive decree (Decree 29/2023) that increased the PAIS (Programa para una Argentina Inclusiva y Solidaria) tax rate to 17.5%. This tax was in effect for five fiscal periods, from December 2019 to December 2024, and it was not renewed by the Argentine government.
Mexico. A new tax reform applicable in Mexico was enacted in December 2025 and became effective on January 1, 2026. The reform introduced the following main provisions:
•Changes to the excise tax regime applicable to the production, sale and import of certain beverages. The excise tax applicable to beverages with added sugar and HFCS increased to Ps. 3.0818 per liter. In addition, a new excise tax of Ps. 1.50 per liter was established for beverages containing non-caloric sweeteners.
•Elimination of the exemption of securing tax claims when taxpayers file an Administrative Appeal (Recurso de Revocación) before the tax authorities.
As a transitional measure applicable to fiscal year 2026, a six-month period is granted for the resolution of such appeals without the obligation to provide a guarantee. If the appeal is not resolved within this timeframe, taxpayers must secure the tax claim. This transitional measure is subject to renewal on an annual basis.
•Mexican tax authorities have expanded their enforcement powers to conduct specific tax audits targeting taxpayers that issue electronic tax invoices without the support of valid and legally substantiated transactions. If tax authorities determine that a taxpayer has engaged in such practices, the electronic tax invoices issued by that taxpayer may be deemed invalid, which could result in significant consequences, such as limitations to issuing invoices, restrictions on the ability to comply with certain tax obligations, and potential criminal exposure for both the issuer and, in certain circumstances, the recipients of such invoices.
Tax authorities may publicly disclose on their official website a list of taxpayers identified as issuers of invalid or non-existent transaction invoices. Recipients of invoices issued by taxpayers included on such list are required to reverse or cancel any tax benefits derived from those invoices within 30 calendar days following the public disclosure, regardless of whether the recipient holds documentation purporting to support a legitimate transaction. Failure to comply with these requirements may result in temporary restrictions on invoicing activities, denial of access to certain tax procedures, and the initiation of additional administrative audits or inspections.
•In addition, Mexican tax authorities may temporarily restrict a taxpayer’s ability to issue electronic tax invoices when (i) the taxpayer has a final and non-appealable tax liability that has not been fully paid (including its related surcharges and penalties), and (ii) the aggregate amount of the electronic tax invoices issued by such taxpayer during the immediately preceding fiscal year, exceeds four times the historical amount of such unpaid tax liability.
Colombia. In 2023, a tax reform that was approved in December 2022 became effective in Colombia. The main provisions of the reform are the following:
•Introduction of an excise tax for beverages with added sugar based on the following schedule:
▪From November 1, 2023 to December 31, 2023 a tax of 18 Colombian pesos (approximately Ps. 0.09 as of December 31, 2025) will apply to beverages that contain 6 to 10 grams of added sugar per 100 milliliters and a tax of 35 Colombian pesos (approximately Ps. 0.17 as of December 31, 2025) for beverages with more than 10 grams of added sugar per 100 milliliters;
33
▪From January 1, 2024 to December 31, 2024, a tax of 28 Colombian pesos (approximately Ps. 0.13 as of December 31, 2025) for beverages that contain 6 to 10 grams of added sugar per 100 milliliters and a tax of 55 Colombian pesos (approximately Ps. 0.26 as of December 31, 2025) for beverages with more than 10 grams of added sugar per 100 milliliters; and
▪From January 1, 2025 to December 31, 2025, a tax of 38 Colombian pesos (approximately Ps. 0.18 as of December 31, 2025) for beverages that contain between 5 grams and 9 grams of added sugar per 100 milliliters and a tax of 65 Colombian pesos (approximately Ps. 0.31 as of December 31, 2025) for beverages with more than 9 grams of added sugar per 100 milliliters.
▪From January 1, 2026 to December 31, 2026, a tax of 40 Colombian pesos (approximately Ps. 0.19 as of December 31, 2025) for beverages that contain between 5 grams and 9 grams of added sugar per 100 milliliters and a tax of 68 Colombian pesos (approximately Ps. 0.33 as of December 31, 2025) for beverages with more than 9 grams of added sugar per 100 milliliters. This tax will be adjusted in a yearly basis by the same percentage used for updating the Unit of Fiscal Value, as defined below.
•Introduction of a tax on single-use plastics, with a rate of 0.00005 on one Unit of Fiscal Value per gram of plastic. One Unit of Fiscal Value is equivalent to 49,799 Colombian pesos (approximately Ps. 225.91 as of December 31, 2025). This new tax is applicable to our products which are not considered part of the basic shopping basket. However, this tax can be exempted with a circular economy certification to be issued should case recycled resin be incorporated into the packaging. In 2023, the Constitutional Court of Colombia issued a resolution (Resolution C-526/23) requiring that the producer of single-use plastics be responsible for the payment of this tax.
•Increase of the income tax rate as of January 1, 2023, from 20.0% to 35.0% on taxable income obtained from free trade zones within Colombia. This change will take effect on January 1, 2026 if a free trade zone company can demonstrate a 60.0% income increase in 2022 in comparison with 2019 fiscal year. However, the Constitutional Court of Colombia ruled that this law will not apply to entities that obtained approval to be considered as a free trade zone company prior to December 13, 2022, as is the case of our Colombian subsidiary.
•Elimination of the possibility of taking as a tax discount the municipality sales taxes against income taxes.
•Increase of the occasional income tax rate from 10.0% to 15.0% applicable on sales of fixed assets and introduction of a stamp tax at a rate between 0.0% to 3.0%, over sales price of real estate and other assets.
•Introduction of a minimum income tax rate of 15.0%, which must be calculated considering an adjusted financial profit or “adjusted income.” The entities that are required to calculate such minimum income tax and if such calculation results in a tax rate higher than 15.0%, such entity shall pay only the regular income tax rate and if the result is lower than 15.0%, such entity shall pay an additional amount to reach the 15.0% rate.
In February 2025, the Colombian government issued a decree containing temporary tax measures applicable from February 22, 2025 to December 31, 2025. Such decree imposes a stamp tax rate of 1.0% for public and private documents exceeding 6,000 Units of Fiscal Value (Ps. 1,434,211.20 as of December 31, 2025) that are subscribed, modified or extended and are granted or accepted in Colombia, or granted abroad but executed with Colombian jurisdiction. This stamp tax is no longer applicable as of 2026.
In February 2026, the Colombian government issued a decree containing temporary tax measures applicable from January 1 to December 31, 2026. Such decree introduced, among other provisions, a net wealth tax (impuesto al patrimonio) that took effect as of March 31, 2026. The tax is assessed based on an entity’s equity and is subject to a rate of 0.5%; the payment may be made in two installments of 50.0% each, due in April and May.
Costa Rica. On January 1, 2023, a tax reform became effective that reintroduced the standard debt and credit system for producers, wholesalers and retailers at a tax rate of 13.0%. Further, whereas producer and importers were previously responsible for collecting value-added taxes on carbonated beverages from supply chain participants, following this reform,wholesalers and retailers assume their own collections obligations. Accordingly, our Costa Rican subsidiary is no longer responsible for collecting such tax throughout the entire supply chain.
Uruguay. In December 2025, Uruguayan government enacted legislation introducing a Domestic Minimum Top-up Tax (“IMGD”) within the framework of the OECD Pillar Two global minimum tax initiative. The IMGD is designed to ensure a minimum effective taxation level of 15.0% on qualifying entities, and applies where the effective tax rate, as determined under the applicable OECD Pillar Two rules, is below such threshold. As of the date of this annual report, this tax is not expected to apply to our Uruguayan subsidiary. However, the legislation requires an annual assessment to determine its applicability in future periods.
34
Water Supply
Given that water is an essential resource to carry out all human activity, and given its key role in our business as a beverage bottler company, comprehensive and efficient water management is of utmost importance. During 2025, we had a water use ratio of 1.35 liters of water used per liter of beverage produced, which is a benchmark within the Coca-Cola system. In addition, our goal is to optimize efficiency in our water consumption and to continue improving our water replenishing efforts. With respect to wastewater treatment, all of our bottling plants have their own wastewater treatment plants or have contracted related services to ensure a quality that supports the aquatic life of our waste water discharge.
In Mexico, we mainly obtain water directly from wells pursuant to concessions granted by the Mexican federal government for each bottling plant and, to a lesser extent, from the local municipal water system. In Mexico, the primary authority responsible for regulating and overseeing matters related to water resources is the National Water Commission (Comisión Nacional del Agua).
Water use in Mexico is governed primarily by the General Water Law (Ley General de Aguas) enacted in December 2025, the National Waters Law (Ley de Aguas Nacionales) originally enacted in 1992 (as amended, including amendments enacted in May 2023 and December 2025), and the implementing regulations, administrative provisions and other applicable rules issued thereunder. These laws operate in a complementary manner: the General Water Law establishes the overarching framework and public policy principles for water governance—particularly the prioritization of the constitutional human right to water for personal and domestic consumption—while the National Waters Law provides the operational legal regime applicable to national waters, including the mechanisms through which water rights are granted, recorded, supervised and enforced.
The National Waters Law restricts the transferability of rights evidenced by water concessions and allocations between private parties and, in limited circumstances (including transfers of ownership of related property, certain corporate mergers or spin-offs, and inheritance), provides for an administrative reassignment process through which the relevant authorities may issue a new title of concession that generally preserves the same volume, authorized use and remaining term. In addition, such regulations provide that plants located in Mexico may be required to pay fees to the respective authorities for the discharge of wastewater into municipal drainage systems or to the federal government for the discharge of wastewater into receiving bodies of water such as rivers, oceans or lakes. Based on our internal monitoring and compliance practices, we believe our bottling plants in Mexico comply in all material respects with applicable discharge standards. See “—Description of Property, Plant and Equipment.”
The framework strengthens supervision, verification and inspection mechanisms, as provided by law. Moreover, authorities may impose administrative measures and penalties, such as fines, reductions of authorized volumes, suspension or revocation of concessions or permits, and closure measures. Certain operational aspects are expected to be further developed through secondary regulations and guidelines, within the timeframes provided by the applicable legal framework.
In Brazil, we obtain water from wells pursuant to concessions granted by the Brazilian government for each bottling plant, as well as from the local water system.
According to the Brazilian Constitution and the National Water Resources Policy, water is considered an asset of common use and can only be extracted for the national interest by Brazilians or companies formed under Brazilian law. Concessionaires and users can be held responsible for any damage to the environment. The extraction and use of water are regulated by the Code of Mining, Decree Law No. 227/67 (Código de Mineração), the Mineral Water Code, Decree Law No. 7841/1945 (Código de Águas Minerais), the National Water Resources Policy, Decree No. 24.643/1934 and Law No. 9433/97 and by regulations issued thereunder. The companies that extract water are supervised by the National Mining Agency (Agência Nacional de Mineração —ANM) and the National Water Agency (Agência Nacional de Águas) in connection with federal health agencies, as well as state and municipal authorities.
In Colombia, in addition to natural spring water for Manantial, we obtain water directly from wells and from local water systems. We are required to have a specific concession to extract water from natural sources. Our concession, which is under renewal, to extract water from natural sources in Colombia was granted by Resolution No. 3485 in December 2014. Water use in Colombia is regulated by Decree No. 1076 of 2015.
Pursuant to Law 2294 of 2023, there is no need to obtain a specific permit for the discharge of industrial waste water into the drainage system in Colombia until the end of 2026.
In Argentina, a state water company provides water to our Alcorta bottling plant on a limited basis; however, we believe the authorized amount meets our requirements for this bottling plant. In our Monte Grande bottling plant in Argentina, we extract water from wells, in accordance with Law No. 25.688.
In Uruguay, we acquire water from the local water system, which is managed by the organism Sanitary Works of the State (Obras Sanitarias del Estado).
35
Additionally, we are required by the Uruguayan national government to discharge all of our water excess to the sanitation system for recollection.
In Nicaragua, the use of water is regulated mainly by the National Water Law (Ley General de Aguas Nacionales). Our concession for the extraction of water from wells is in full force and effect.
In Costa Rica, the use of water is regulated by the Water Law (Ley de Aguas). We have governmental concessions to extract water from wells.
In Guatemala, no license or permits are required to extract water from the private wells in our own bottling plants.
In Panama, we acquire water from a state water company, and the use of water is regulated by the Panama Use of Water Regulation (Reglamento de Uso de Aguas de Panamá).
Environmental Regulations
In all of our territories, our operations are subject to federal and state laws and regulations relating to the protection of the environment. In Mexico, the principal legislation is the General Law for Ecological Equilibrium and Environmental Protection (Ley General de Equilibrio Ecológico y Protección al Ambiente, or the Mexican Environmental Law), and the General Law for the Prevention and Integral Waste Management (Ley General para la Prevención y Gestión Integral de los Residuos) which are enforced by the Ministry of the Environment and Natural Resources (Secretaría del Medio Ambiente y Recursos Naturales, or SEMARNAT). SEMARNAT can bring administrative and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities. Under the Mexican Environmental Law, rules have been promulgated concerning water, air and noise pollution and hazardous substances. In particular, Mexican environmental laws and regulations require that we file periodic reports with respect to hazardous wastes and set forth standards for waste water discharge that apply to our operations. In order to comply with Mexican environmental laws and regulations, we have implemented several programs designed to facilitate compliance with air, waste, noise and energy standards established by current Mexican federal and state environmental laws. See “—The Company—Product Sales and Distribution.”
Also in Mexico, the General Law of Climate Change (Ley General de Cambio Climático), its regulation and certain decrees related to such law, impose upon various industries (including the food and beverage industry) the obligation to report direct or indirect gas emissions exceeding 25,000 tons of carbon dioxide annually by location. Currently, we are not required to report these emissions, since we do not exceed this threshold. We cannot assure you that we will not be required to comply with this reporting requirement in the future.
In January 2026, the Mexican government issued the General Circular Economy Law (Ley General de Economía Circular), which establishes a regulatory framework to promote sustainable production and consumption, waste reduction, and the use and recycling of materials throughout the life cycle of products. The Mexican government has yet to issue guidelines for compliance with this law, and, once such guidelines are issued, we cannot assure you that this law will not have an adverse impact on our business and results of operations in Mexico.
Our Central American operations are subject to several federal and local laws and regulations related to the protection of the environment and the disposal of hazardous and toxic materials, as well as water usage. In December 2019, the Costa Rican government enacted Law No. 9,786, which requires that companies that sell, distribute or produce plastic bottles made of single use plastics comply with at least one of the following obligations: (a) produce plastic bottles that contain a percentage of recycled resin, (b) implement a recycling or collection program of plastic bottles, (c) participate in waste management programs appropriate to the relevant industry or product, (d) use or produce packaging or products that minimize the generation of solid waste, or (e) establish strategic partnerships with at least one municipality to improve its collection and waste management programs. This law became enforceable through Executive Decree 43985-S and through related guidelines and regulations issued by the Ministry of Health (Ministerio de Salud), with which we are currently in compliance.
Our Colombian operations are subject to several Colombian federal and state laws and regulations related to the protection of the environment and the use of treated water and hazardous materials. These laws include the control of air emissions, noise emissions, use of treated water and strict limitations on the use of chlorofluorocarbons. Law 1407 imposes certain goals on producers for the use and recycling of packaging waste in the form of paper, cardboard, plastic, glass and metal and imposes the obligation to report to the corresponding authorities their progress on such activities and their strategies to achieve the imposed targets. In December 2020, our Colombian subsidiary filed its plan of environmental management of packaging waste and we are currently in compliance with that law. In June 2022, the Colombian government enacted Law 2232, which requires the gradual transition to increasing the amount of recycled resin and the prohibition of certain single-use plastic products. This regulation establishes certain goals for our Colombian operations: (i) by 2025 PET resin water bottles must incorporate at least 50.0% of recycled resin and such percentage will increase to 90.0% by 2030, (ii) PET resin bottles for other beverages must incorporate at least 20.0% recycled resin by 2025 and such percentage
36
will increase to 35.0% by 2030, to 40.0% by 2035 and to 60.0% by 2040 and (iii) by 2030 at least 50.0% of the PET resin bottles, packages and containers placed in the market must be collected by our Colombian subsidiaries through extended producer responsibility schemes. In June 2024, the Ministry of Environment and Sustainable Development (Ministerio de Ambiente y Desarrollo Sostenible) issued Resolution 803 in order to fully enforce Law 2232 and enable information reporting on the achievement of the targets imposed by Law 2232. In addition, such Resolution enacted certain rules for companies to update already-filed plans relating to environmental management and waste. We do not foresee any significant impact in our operations, as we are currently implementing the measures we believe are necessary to comply with this new regulation within the required timeframe.
Our Brazilian operations are subject to several federal, state and municipal laws and regulations related to the protection of the environment. Among the most relevant laws and regulations are those dealing with the emission of GHG, the disposal of wastewater and solid waste, and soil contamination, which impose penalties, such as fines, facility closures and criminal charges depending upon the level of non-compliance. Among other regulations, a municipal regulation of the City of São Paulo, implemented pursuant to Law 13.316/2002, required us to collect 90.0% of PET resin bottles sold. We were then unable to collect the entire required volume of PET resin bottles we sold in the City of São Paulo, and consequently, in October 2010, the municipal authority of São Paulo levied a fine on our Brazilian operating subsidiary of 250,000 Brazilian reais (Ps. 816,300.00 as of December 31, 2025). Our Brazilian subsidiary filed a legal recourse, which is still pending resolution, against the imposition of the fine. Nevertheless, Law 13.316/2002 was revoked by Law 17.471/2020 and the new provisions require us to implement and operate reverse logistics on certain proportion of products placed into the market according to certain targets. We are required to meet an annual recovery target of 35.0% of the total volume of packaging placed into the market. Our Brazilian subsidiary has implemented certain programs to achieve this goal, including a collective project to support reverse logistics in collaboration with the Brazilian Association of Soft Drink and Non-Alcoholic Beverage Industries (Associação Brasileira das Indústrias de Refrigerantes e de Bebidas não Alcoólicas).
In December 2024, the Brazilian government enacted Law No. 15,042, which establishes the Brazilian Greenhouse Gas Emissions Trading System. This law also creates a regulated carbon market in Brazil, setting limits on GHG emissions and the trading of assets representing emission, reduction of emissions, or removal of GHG. As of the date of this annual report, the Brazilian government has not yet issued the guidelines for compliance with this law, and, once such guidelines are issued, we cannot assure you this law will not have an adverse impact on our business and results of operations in Brazil.
In October 2025, the Brazilian government enacted Decree 12.688, establishing a mandatory Plastic Packaging Reverse Logistics System and expanding the regulatory framework under Brazil’s National Solid Waste Policy (Law 12.305/2010). This decree is effective as of January 2026 and applies to plastic packaging and comparable plastic products and imposes binding, traceable and auditable obligations on manufacturers, importers, distributors and retailers. This regulation establishes cumulative national recovery targets for post-consumer plastic packaging, starting at 32.0% in 2026 and increasing progressively to 50.0% by 2040, calculated based on the total amount of plastic placed into the market in each region. In addition, mandatory post-consumer recycled content requirements for plastic packaging begin at 22.0% in 2026 and are expected to increase to 40.0% by 2040. The Brazilian Ministry of the Environment (Ministério do Meio Ambiente e Mudança do Clima) is expected to establish specific targets for returnable packaging, until such targets are defined, a limited compensation mechanism allows companies to partially offset their plastic packaging recovery obligations based on the volume of returnable packaging effectively collected, whereby for each specified percentage of returnable packaging recovered, a corresponding reduction may apply to the applicable plastic packaging recovery target, subject to regulatory limits and capped at 50.0% of the total recovery obligation. The entities regulated by this decree must structure, implement and finance reverse logistics systems, either individually or through collective arrangements operated by entities accredited by the Brazilian Ministry of the Environment. As of the date of this annual report, the Brazilian government has not yet issued guidelines to establish the technical requirements, and, once such guidelines are issued, we cannot assure you that compliance with these requirements will not result in increased operational costs or otherwise adversely affect our business or results of operations in Brazil.
Our Argentine operations are subject to federal and municipal laws and regulations relating to the protection of the environment. The regulations most significant to our operations are those concerning waste water discharge and waste management under Federal Law 24.051 and Decree 9111/78, which are enforced by the Ministry of Tourism, Environment and Sports (Secretaría de Turismo, Ambiente y Deportes).
In Uruguay, we are subject to federal and state laws and regulations relating to the protection of the environment, including regulations concerning waste management and waste water discharge and disposal of hazardous and toxic materials, among others. We own a water treatment plant for the discharge of residual industrial water and through the implementation of a program we recover and treat such residual industrial water for use. We have also established a program for recycling solid wastes. The Uruguayan Ministry of Environment (Ministerio de Ambiente) issued an administrative resolution imposing the obligation of achieving high recovery and recycling goals of packaging materials (at least 30.0% of such packaging by 2026 and 50.0% by 2027). In order to achieve such goals, the Uruguayan Ministry of Environment approved the Plan de Valorización de Envases (formerly known as the Industry Management Plan) to which we are required to adhere as part of the Uruguayan beverage industry. The implementation of this plan has resulted in higher expenditures for our Uruguayan subsidiary in order to comply with such regulations.
37
We have spent, and may be required to spend in the future, funds for compliance and remediation under local environmental laws and regulations. Currently, we do not believe that such costs will have a material adverse effect on our results or financial condition. However, since environmental laws and regulations and their enforcement are becoming increasingly stringent in our territories, and there is increased recognition by local authorities of the need for higher environmental standards in the countries where we operate, changes in current regulations may result in an increase in costs, which may have an adverse effect on our future results or financial condition. Except as provided herein, currently we are not aware of any significant pending regulatory changes that would require a significant amount of additional remedial capital expenditures.
We do not believe that our business activities pose a material risk to the environment, and we believe that we are in material compliance with all applicable environmental laws and regulations.
Other Regulations
In August 2020, the government of the state of Oaxaca, Mexico amended the Law on the Rights of Girls, Boys and Adolescents of the state of Oaxaca (Ley de los Derechos de Niñas, Niños y Adolescentes del Estado de Oaxaca) to prohibit the distribution, donation, grant gifts, sale and supply of beverages with added sugar and of high-calorie packaged food to minors (including through public and private schools from elementary school through high school), except to the parents or legal guardians of the minors. As of the date of this annual report, this law has not been applied and, when that occurs, we cannot assure you this law will not have an adverse impact on our business and results of operations in Mexico.
In August 2020, the government of the state of Tabasco, Mexico amended the Health Law of the state of Tabasco (Ley de Salud del Estado de Tabasco), Law of Education of the state of Tabasco (Ley de Educación del Estado de Tabasco) to prohibit: (i) the sale or supply to minors (except to parents or legal guardians of minors) certain products, including prepackaged and carbonated beverages with added sugar; and (ii) the sale of (or installing vending machines to sell) prepackaged and carbonated beverages with added sugar, among other products, in public or private schools from elementary schools through high schools, public and private hospitals and health centers. As of the date of this annual report, the government of the state of Tabasco has not issued the applicable guidelines or regulations. As a result, this law has not been applied and, when that occurs, we cannot assure you this law will not have an adverse impact on our business and results of operations in Mexico.
Since 2021, the Colombian government has enacted, through certain resolutions, a labeling model similar to that in Mexico: octagonal seals for prepackaged food and non-alcoholic beverages with excess of sugar, sodium, saturated and trans fat, in addition to octagonal seals on products containing non-caloric sweeteners setting forth the nutritional and front labeling requirements for canned or packaged food. The labeling requirements became effective in June 2023. We were required to comply with this regulation by June 2024 and we are currently in compliance.
In November 2021, the Argentine government issued a new law which sets forth front labeling requirements for prepackaged food and non-alcoholic beverages. The rules for this law were issued in March 2022, establishing a labeling model similar to Mexico which became effective in September 2022. Since such date, we have been in compliance with such labeling requirements.
In April 2023, the Official Mexican Standard (NOM-127-SSA1-2021) entered into force, establishing new parameters that water for human use and consumption must meet, which are stricter than those set forth in the previous NOM. As a result of these new parameters, we strengthened our actions to implement initiatives aimed at optimizing water use in Mexico. As of the date of this annual report, we are in compliance with such standard.
In September 2024, a constitutional reform overhauling the judicial system in Mexico became effective, introducing a judiciary tribunal with power to supervise and sanction judges, and providing for the election of all federal judges, magistrates and ministers by popular vote, starting with first election of federal judges on June 1, 2025.
In September 2024, the Mexican government issued regulations for the distribution and sale of food and beverages in public schools. These regulations, which took effect in March 2025, apply to the preparation, distribution and sale of prepared, processed, and bulk foods and beverages within schools in the national education system. We have filed a legal recourse against these regulations which, as of the date of this annual report, is pending resolution. Nevertheless, the Ministry of Education (Secretaría de Educación Pública), upon consultation by the Federation of Mexican Higher Education (Federación de Instituciones Mexicanas Particulares de Educación Superior), confirmed these regulations only apply to basic and upper secondary education institutions.
In December 2024, an organic simplification reform became effective, establishing the creation of new regulatory authorities, including, among others, the Mexican National Antitrust Commission (Comisión Nacional Antimonopolio), the authority that replaced the Federal Antitrust Commission (Comisión Federal de Competencia Económica), this new agency has the authority to set higher fines for violations of the Federal Antitrust Law (Ley Federal de Competencia Económica), implement important changes to rules governing mergers and anti-competitive behavior, and limit the availability of legal defenses against the application of the law, and the Mexican National Energy Commission (Comisión Nacional de Energia), which has replaced the CRE.
38
In December 2024, the Guatemalan government issued Decree 32-2024 containing an antitrust law aiming to promote and defend competition to enhance economic efficiency, and which established a Competition Superintendency (Superintendencia de Competencia) to oversee compliance, an entity with power to impose substantial fines for violations. The general provisions of this law came into effect in phases, beginning January 1, 2025, and enforcement provisions including sanctions are set to take effect in December 2026. We cannot assure you this law will not have an adverse impact on our business in Guatemala.
In March 2026, the Mexican government approved a constitutional amendment reducing the statutory maximum workweek from 48 hours to 40 hours, among other related labor provisions. This reform is expected to be implemented gradually over a period of five years, with full implementation targeted by 2030. Although secondary legislation and implementing regulations are have yet to be issued, compliance with the new framework may require adjustments in our operations and may increase our labor costs and affect our business, financial condition or results of operations in Mexico.
Sustainability Initiatives
Consistent with our business strategy and priorities, we aim to foster a sustainable future. To this end, we strengthened our sustainability strategy with our Sustainability Framework, which focuses our efforts on three transversal aspects: (i) ethics and governance, (ii) human rights, diversity, equity and inclusion, and (iii) culture, while focusing on seven pillars: (i) water stewardship, (ii) packaging and circular economy, (iii) climate action, (iv) product portfolio, (v) sustainable sourcing, (vi) integral employee well-being, and (vii) community development. Coca-Cola FEMSA is committed to abiding by the law in all jurisdictions in which we operate.
We acknowledge that we have a role to play in developing our sustainability initiatives to enhance our environmental stewardship and social responsibility toward our people, our communities and the environment. We have aligned our actions with the sustainable development goals of our communities and value chain, supporting the development of our suppliers while also seeking to improve living conditions and reduce our environmental impact. More detail about our sustainability actions and progress can be found on our corporate website and in other of our public reports. The information on our website or in such other public reports is not part of this annual report, and is not and shall not be deemed to be incorporated into this annual report.
In terms of governance, we seek to raise our ethical standards and to implement leading best practices. Our Sustainability Committee, which began holding sessions in 2022, is comprised of members of our senior management team, so as to ensure that all of the relevant areas of our business and all of the countries in which we operate are fully involved in the creation of sustainability initiatives and decisions. Our objective is to continually reinforce our commitment to create value in the social, environmental and corporate governance areas, while positively impacting the communities we serve. The Sustainability Committee is responsible for: (i) fortifying the strategy of our sustainability efforts, in alignment with our key priorities and with consideration with our partners’ strategies and the global context, (ii) creating and implementing public pledges, (iii) management and assignment of resources, (iv) monitoring and supervision, and (v) risk mitigation.
39
Bottler Agreements
Coca-Cola Bottler Agreements
Bottler agreements are the standard agreements that The Coca-Cola Company enters into with bottlers in each territory. Pursuant to our bottler agreements, we are authorized to manufacture, sell and distribute Coca-Cola trademark beverages within specific geographic areas, and we are required to purchase concentrate for all Coca-Cola trademark beverages in all of our territories from affiliates of The Coca-Cola Company and sweeteners and other raw materials from companies authorized by The Coca-Cola Company.
These bottler agreements also provide that we will purchase our entire requirement of concentrate for Coca-Cola trademark beverages at prices, terms of payment and on other terms and conditions of supply as determined from time to time by The Coca-Cola Company. The Coca-Cola Company contributed a significant portion of our total marketing expenses in our territories during 2025 and has reiterated its intention to continue providing such support as part of our cooperation framework. Although we believe that The Coca-Cola Company will continue to provide funds for advertising and marketing, it is not obligated to do so. Consequently, future levels of advertising and marketing support provided by The Coca-Cola Company may vary materially from the levels historically provided. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Cooperation Framework with The Coca-Cola Company.”
Concentrate prices for Coca-Cola trademark beverages are determined as a percentage of the weighted average retail price in local currency, net of applicable taxes. We set the price of products sold to customers at our discretion, subject to the applicability of price restraints imposed by authorities in certain territories. We have the exclusive right to distribute Coca-Cola trademark beverages for sale in our territories in authorized containers as approved under the bottler agreements and currently used by our company. These containers include various configurations of cans and returnable and non-returnable bottles made of glass, aluminum and plastic as well as fountain containers.
The bottler agreements include an acknowledgment by us that The Coca-Cola Company is the sole owner of the trademarks that identify the Coca-Cola trademark beverages and of the formulas with which The Coca-Cola Company’s concentrates are made. Subject to our exclusive right to distribute Coca-Cola trademark beverages in our territories, The Coca-Cola Company reserves the right to import and export Coca-Cola trademark beverages to and from each of our territories. Our bottler agreements do not contain restrictions on The Coca-Cola Company’s ability to set the price of concentrates and do not impose minimum marketing obligations on The Coca-Cola Company. The prices at which we purchase concentrate under the bottler agreements may vary materially from the prices we have historically paid. However, under our bylaws and the shareholders agreement among The Coca-Cola Company and certain of its subsidiaries and certain of FEMSA’s subsidiaries, an adverse action by The Coca-Cola Company under any of the bottler agreements may result in a suspension of certain voting rights of the directors appointed by The Coca-Cola Company. This provides us with limited protection against The Coca-Cola Company’s ability to raise concentrate prices to the extent that such increase is deemed detrimental to us pursuant to such shareholders agreement and our bylaws. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—The Shareholders Agreement.”
The Coca-Cola Company has the ability, at its sole discretion, to reformulate any of the Coca-Cola trademark beverages and to discontinue any of the Coca-Cola trademark beverages, subject to certain limitations, so long as all Coca-Cola trademark beverages are not discontinued. The Coca-Cola Company may also introduce new beverages in our territories in which case we have a right of first refusal with respect to the manufacturing, packaging, distribution and sale of such new beverages subject to the same obligations as then existing with respect to the Coca-Cola trademark beverages under the bottler agreements. The bottler agreements prohibit us from producing, bottling or handling beverages other than Coca-Cola trademark beverages, or other products or packages that would imitate, infringe upon, or cause confusion with the products, trade dress, containers or trademarks of The Coca-Cola Company, except with the consent of The Coca-Cola Company. The bottler agreements also prohibit us from acquiring or holding an interest in a party that engages in such restricted activities. The bottler agreements impose restrictions concerning the use of certain trademarks, authorized containers, packaging and labeling of The Coca-Cola Company so as to conform to policies approved by The Coca-Cola Company. In particular, we are obligated to:
•maintain plant and equipment, staff and distribution facilities capable of manufacturing, packaging and distributing the Coca-Cola trademark beverages in authorized containers in accordance with our bottler agreements and in sufficient quantities to satisfy fully the demand in our territories;
•undertake adequate quality control measures established by The Coca-Cola Company;
•develop, stimulate and satisfy fully the demand for Coca-Cola trademark beverages using all approved means, which includes the investment in advertising and marketing plans;
40
•maintain a sound financial capacity as may be reasonably necessary to assure performance by us and our subsidiaries of our obligations to The Coca-Cola Company; and
•submit annually to The Coca-Cola Company our marketing, management, promotional and advertising plans for the ensuing year.
We have separate bottler agreements with The Coca-Cola Company for each of the territories where we operate, on substantially the same terms and conditions. The bottler agreements are automatically extended for successive ten-year terms unless the following conditions and procedures are complied with: eighteen months prior to the expiration of any ten-year period, either party may elect for any reason, with or without cause, to give notice to the other of its preliminary intention not to renew the agreement. Said notice, however, will not be binding until a final notice of non-renewal is given six months thereafter by either party. During the six-month period between preliminary notice and possible final notice of non-renewal, the parties may reconsider and nonetheless mutually agree in writing to renew the agreement for a further ten-year period. In the event that the decision is not to renew, the bottler agreement will terminate and expire at the end of such ten-year term. The automatic renewal process described above does not require any action. Only the non-renewal requires an action, see Note 3.13 to our consolidated financial statements.
As of the date of this report we had:
•four bottler agreements in Mexico: (i) the agreement for the Valley of Mexico territory, which is up for renewal in June 2033, (ii) the agreement for the southeast territory, which is up for renewal in June 2033, (iii) the agreement for the Bajio territory, which is up for renewal in May 2035, and (iv) the agreement for the Golfo territory, which is up for renewal in May 2035;
•one bottler agreement in Brazil, which is up for renewal in April 2034;
•three bottler agreements in Guatemala, two of which are up for renewal in April 2028 and one in March 2035;
•one bottler agreement in Argentina, which is up for renewal in September 2034;
•two bottler agreements in Colombia, which are up for renewal in June 2034;
•one bottler agreement in Costa Rica, which is up for renewal in September 2027;
•one bottler agreement in Nicaragua, which is up for renewal in May 2026;
•one bottler agreement in Panama, which is up for renewal in November 2034; and
•one bottler agreement in Uruguay, which is up for renewal in June 2028.
As of the date of this report, our investee KOF Venezuela had one bottler agreement, which is up for renewal in August 2026.
The bottler agreements are subject to termination by The Coca-Cola Company in the event of default by us. The default provisions include limitations on the change in ownership or control of our company and the assignment or transfer of the bottler agreements and are designed to preclude any person not acceptable to The Coca-Cola Company from obtaining an assignment of a bottler agreement or from acquiring our company independently of other rights set forth in the shareholders’ agreement. These provisions may prevent changes in our principal shareholders, including mergers or acquisitions involving sales or dispositions of our capital stock, which will involve an effective change of control, without the consent of The Coca-Cola Company. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—The Shareholders Agreement.”
We have also entered into tradename license agreements with The Coca-Cola Company pursuant to which we are authorized to use certain trademark names of The Coca-Cola Company with our corporate name. These agreements have a ten-year term and are automatically renewed for ten-year terms, but are terminated if we cease to manufacture, market, sell and distribute Coca-Cola trademark products pursuant to the bottler agreements or if the shareholders agreement is terminated. The Coca-Cola Company also has the right to terminate any license agreement if we use its trademark names in a manner not authorized by the bottler agreements.
41
Description of Property, Plant and Equipment
As of December 31, 2025, we owned 55 bottling plants. By country, as of such date, we had 27 bottling plants in Mexico, seven in Central America, seven in Colombia, 11 in Brazil, two in Argentina, and one in Uruguay.
As of December 31, 2025, we operated 256 distribution centers, of which 137 were in our Mexican territories. As of such date, we owned 46 of the total distribution centers and leased the remainder. This calculation considers owned and third-party distribution centers managed by us. See “—The Company—Product Sales and Distribution.”
We maintain an “all-risk” insurance policy covering our properties (owned and leased), machinery and equipment and inventories, as well as losses due to business interruptions. The policy covers damages caused by natural disaster, including hurricane, hail, earthquake and damages caused by human acts, including explosion, fire, vandalism and riot; we also maintain a freight transport insurance policy that covers damages to goods in transit. In addition, we maintain a liability insurance policy that covers product liability. We purchase our insurance coverage through an insurance broker. We believe that our coverage is consistent with the coverage maintained by similar companies in our industry.
Certain factors may affect utilization levels of our bottling plants, such as seasonality of demand for our products, supply chain planning due to different geographies and different packaging capacities of our production lines. In particular, seasonality and peak months of demand for our products may lead us to have excess capacity during certain months in certain countries.
The table below summarizes installed capacity, average annual utilization and utilization during peak month of our bottling plants by country:
Bottling Plants Summary As of December 31, 2025
Country Installed Capacity(1)(2) (thousands of unit cases) Average Annual Utilization (%)(3)(4) Utilization in Peak Month (%)(3) Utilization in Peak Month (%) Non-Returnable PET(5)
Mexico 3,168,044 61.3% 65.2% 83.2%
Guatemala 405,952 59.8% 68.8% 77.8%
Nicaragua 113,395 78.4% 91.0% 98.8%
Costa Rica 120,596 54.4% 58.0% 67.9%
Panama 81,295 54.1% 59.7% 89.9%
Colombia 568,070 51.0% 53.6% 87.6%
Brazil 1,564,596 70.8% 75.6% 87.6%
Argentina 318,210 46.2% 57.1% 73.1%
Uruguay 115,327 32.6% 36.6% 43.7%
(1) Calculated based on each plant’s actual capacity, assuming a base of 620 monthly production hours, excludes hours allocated to changeovers, sanitation, maintenance, and other support activities. Total annual installed capacity reflects production based on the 2025 product and packaging mix and incorporates the annualized efficiency rate of each production line. Multipack lines, plastic bag lines for Colombia and Costa Rica, and fountain lines are excluded.
(2) As of 2025, the methodology for calculating installed capacity has been adjusted to align with internal metrics. As a result, installed capacity reported for 2025 is not directly comparable to information reported for prior years.
(3) Calculated based on each bottling plant’s theoretical capacity assuming total available operating time including planned downtime for preventive maintenance, sanitation, set-ups, and changeovers across different flavors and presentations. Additional factors affecting utilization levels include demand seasonality, supply chain planning across different geographies and variation in packaging capacity.
(4) Annualized rate.
(5) Considers the peak month utilization of the PET one-way packaging lines in the country.
42
The table below summarizes our main bottling plants in terms of installed capacity, including their location and facility area:
Main Bottling Plant by Location As of December 31, 2025
Country Plant Facility Area(1)
(thousands of sq. meters)
Mexico Toluca, Estado de México 131
León, Guanajuato 33
Morelia, Michoacán 31
Ixtacomitán, Tabasco 48
Apizaco, Tlaxcala 55
Coatepec, Veracruz 93
Altamira, Tamaulipas 95
San Juan del Río, Querétaro 78
Acapulco, Guerrero 58
Cuautitlán, Estado de México 41
Guatemala Guatemala, Ciudad Guatemala 46
Nicaragua Managua, Managua 29
Costa Rica Calle Blancos, San José 23
Panama Panama, Panama 20
Colombia Barranquilla, Atlántico 38
Bogotá, DC 29
Tocancipá, Cundinamarca 127
Brazil Jundiaí, São Paulo 75
Marília, São Paulo 57
Mogidas Cruzes, São Paulo 33
Curitiba, Paraná 62
Maringa, Paraná 60
Itabirito, Minas Gerais 97
Porto Alegre, Rio Grande do Sul 90
Antonio Carlos, Santa Catarina 41
Argentina Buenos Aires, Buenos Aires 74
Uruguay Montevideo, Montevideo 77
(1) Reported square meters include only constructed plant areas. Green areas and warehouses are excluded. This change in methodology affects comparability with prior-year data.
For more information, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures.”
43
Significant Subsidiaries
The table below sets forth all of our direct and indirect significant subsidiaries and the percentage of equity of each subsidiary we owned directly or indirectly as of December 31, 2025:
Name of Company Jurisdiction of Incorporation Percentage Owned Description
Propimex, S. de R.L. de C.V. Mexico 100.0% Distributor of bottled beverages.
Controladora Interamericana de Bebidas, S. de R. L. de C.V. Mexico 100.0% Holding company of manufacturers and distributors of bottled beverages.
Spal Industria Brasileira de Bebidas, S.A. Brazil 84.4% Producer and distributor of bottled beverages.
Servicios Refresqueros del Golfo y Bajío, S. de R.L. de C.V. Mexico 100.0% Producer of bottled beverages.
Embotelladora Mexicana de Bebidas Refrescantes, S. de R.L. de C.V. Mexico 100.0% Producer of bottled beverages.
For further information regarding our investment in associates and joint ventures, see Note 8 to our consolidated financial statements.
Item 4.A. Unresolved Staff Comments
None.