SecProbe.io

Mail Stop 3561       September  10, 2015

Via E -Mail
Héctor Treviño Gutiérrez
Chief Financial  Officer
 Coca -Cola FEMSA, S.A.B. de C.V.
Calle Mario Pani No.  100,
Santa Fe Cuajimalpa,
Cuajimalpa de Morelos,
05348, México, D.F., México

Re: Coca -Cola FEMSA, S.A.B. de C.V.
Form 20-F for the Year  Ended December  31, 2014
Response dated August 19, 2015
File No. 001-12260

Dear Mr. Gutiérrez :

We have reviewed your August 19 , 2015 response  to our comment letter and have the
following comments.  In our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
infor mation or advise us when you will respond.   If you do not believe our comments apply to
your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
August 7 , 2015 letter.

Form 20 -F for the Year Ended December 31, 2014

Item 18. Financial Statements, page 94

Notes to the Consolidated Statements , page F-8

Note 9. Investments in Assoc iates and Joint Ventures, page F -35

1. We note the reasons why you use the equity method to recognize the effects on the
financial position and comprehensive income of Coca -Cola FEMSA Philippines, Inc.
(“CCFPI”) in your response to comment one.   Please describe to us the purpose and
design of CCFPI (IFRS 10.B5 and B6), and include the following in your response:

Héctor Treviño Gutiérrez
Coca -Cola FEMSA, S.A.B. de C.V.
September  10, 2015
Page 2

  The reason(s) the board is split 4 -3 if the design is to have no party have unilateral
power.

 The purpose and design behind the changes in deci sion-making rights over time.

2. Please clarify the relevant activities of CCFPI and how decisions about those activities
are made, and include the following in your response:

 Clarify what “joint approval” means when the board is split 4 -3.  In this regard,  does
joint approval require that all 7 board members must agree or that at least one board
member appointed by The Coca -Cola Company (“KO”) must agree.

 Tell us how often the board meets and describe to us the level of detail of the budget
that the board approves.

 Tell us whether KO has ever vetoed a past decision made by Coca -Cola FEMSA,
S.A.B. de C.V. (“KOF”).

 Tell us how disputes are contractually handled, and describe the nature of past
disputes and the process of how they were resolved.

3. Please iden tify the individuals that sit on the board and management of CCFPI, and
clarify their relationship to KOF and/or KO.   Also clarify the design and purpose behind
KO appointing the CFO and KOF appointing all other officers.

4. Please tell us how you considered the related party relationship between KOF and KO in
making your determination on consolidation.   Refer to IFRS 10.B73 - 75 and IFRS
10.B18(d) and (e).

5. Please provide a deeper analysis of the call option to determine whet her the option is
substantive, including (1) its design and purpose and (2) whether the company considered
it to be deeply out of the money at December 31, 2014 and 2013 and expects it to remain
deeply out of the money over the option life.   In your respon se, please also address the
following:

 You state that the call option was “out of the money” by approximately 17.72% and
16.46% as of December 31, 2014 and 2013, respectively.   Tell us how out of the
money the options were in monetary terms (i.e., what  is the option strike price).

 We note management’s statement from the February 25, 2015 (Q4 2014) earnings
conference call transcript that “…given the structure that we have on that call option
and the way it was structured together with the Coca -Cola Com pany it makes a lot of
sense for us to delay that exercise until we feel very comfortable there. The carrying

Héctor Treviño Gutiérrez
Coca -Cola FEMSA, S.A.B. de C.V.
September  10, 2015
Page 3

 cost for that option is very small and financially it makes a lot of sense to wait until
the end of that – of the seven years after from the acqui sition point.”   Please explain
to us why it makes sense for you to delay exe rcise and why the carrying cost  is very
small.

6. Please provide a deeper analysis of the other benefits that would arise from the call
option exercise.   In this regard, it appears that multiple benefits may arise from
controlling CCFPI.

7. Please clarify who makes decisions about relevant activities after January 25, 2017, and
tell us whether you anticipate any changes in the control conclusion after this date.

8. Please describe to us the exposures or rights to variable returns from your investment
with the investee apart from your share ownership interest.   Also , tell us whether you
issued the investee any loans or guarantees, and if so, the respective amounts.

You may contact Julie Marlowe at (202) 551 -5395 or John Archfield  at (202) 551 -3315 if
you h ave questions regarding the comment  on the financial statements and related matters.

Sincerely,

 /s/Craig Arakawa for

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining