| Summary of Preliminary Estimate of Fair Value of Net Assets Acquired and Reconciliation of Cash Flows |
The final allocation of the purchase price to the fair value of the net assets acquired is as follows: | | | | | | | | | | | | | | | | | | 2024 | Other current assets, including cash acquired of Ps. 166 | | Ps. | 191 | | | Inventories | | | 762 | | | Property, plant and equipment | | | 3,770 | | | Right-of-use assets | | | 555 | | | Other intangible assets | | | 1,216 | | | Total assets | | | 6,494 | | | Total liabilities | | | (910) | | | Net assets acquired | | | 5,584 | | | Goodwill arising on acquisition | | | 2,099 | | | Total consideration transferred | | | 7,683 | | | Cash acquired | | | (166) | | | Net cash paid | | Ps. | 7,517 | |
(1) In 2024 the PPA was pending finalization, as the allocation of the value in the assets was still in process. As a result of the purchase price allocation which was finalized in 2025, additional fair value adjustments were recognized in 2025 as follows: an increase in the fair value of property, plant and equipment of Ps. 637 and a decrease in goodwill by the same amount. In addition, as a result of the fair value adjustments, the accumulated depreciation was adjusted Ps. 37. The final allocation of the purchase price to the fair value of the net assets acquired is as follows: | | | | | | | | | | | | | | | | | | 2023 | Total current assets, including cash acquired of Ps. 39 | | Ps. | 271 | | | Customer relationships | | | 188 | | | Trademark rights | | | 26 | | | Technology cost | | | 145 | | | Total non-current assets | | | 97 | | | Total assets | | | 727 | | | Total liabilities | | | (223) | | | Net assets acquired | | | 504 | | | Goodwill arising on acquisition | | | 3,918 | | | Total consideration transferred | | | 4,422 | | | Earn out | | | (596) | | | Cash acquired | | | (39) | | | Net cash paid | | Ps. | 3,787 | |
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| Summary of Income Statement of Discontinued Operations |
A summary of the results of the discontinued operation from January 1 to December 31, 2023, corresponding to Heineken's equity method, is shown below: | | | | | | | | | | | | | December 31, 2023 | | Proceeds from the sale of shares | Ps. | 133,222 | | | Cost of sale of shares | | 106,273 | | | | 26,949 | | | Expenses related to the sale | | (430) | | | Recycling: | | | | Foreign exchange loss of the equity method | | (9,235) | | | Gain on the remeasurement of the value of derivative instruments | | 738 | | | Employee benefits | | (1,247) | | | Cancellation effects of hedge of foreign net investment (Note 19) | | 5,763 | | | | (3,981) | | | Equity method: | | | | Results for the period, net of tax | | 619 | | | Foreign exchange of the period | | (2,141) | | | | (1,523) | | | Change in investment recognition: | | | | Gain on revaluation at fair value of the shares | | 26,820 | | | Taxes | | | | Cancellation of deferred tax asset related to the investment | | (4,134) | | | Tax paid on the sale of shares | | (10,697) | | | Gain on sale of shares reclassified to discontinued operations | Ps. | 33,003 | |
The major classes of assets and liabilities classified as held for sale as at December 31, 2024 is, as follows: | | | | | | | | | | | | | | | | | | | 2024 | | Cash | | Ps. | 977 | | | Trade receivables | | | 4,758 | | | Inventories | | | 324 | | | Other current assets | | | 625 | | | Total Current Assets | | | 6,684 | | | | | | | Property, plant and equipment | | | 2,577 | | | Right-of-use assets | | | 2,710 | | | Intangible assets | | | 1,507 | | | Other assets | | | 917 | | | Total Assets | | | 14,395 | | | | | | | Lease liabilities | | | 703 | | | Operating liabilities | | | 3,099 | | | Total Current Liabilities | | | 3,802 | | | | | | | Non-current portion lease liabilities | | | 2,329 | | | Employee Benefits | | | 189 | | | Other liabilities | | | 632 | | | Total Liabilities | | Ps. | 6,952 | |
As a result of the transaction, the Company lost control over the businesses described and recognized a gain of disposal of Ps. 4,165 million, reclassified to discontinued operations. | | | | | | | | | | | | | December 31, 2024 | | Proceeds from the sale of shares | Ps. | 8,172 | | | Cost of sale of shares | | 5,063 | | | | 3,109 | | | Expenses related to the sale | | (65) | | | Recycling: | | | | Foreign exchange loss | | (1,755) | | | Employee benefits | | (21) | | | | (1,776) | | | Income of period: | | | | Net Income | | 3,238 | | | Taxes: | | | | Cancellation of deferred tax | | 195 | | | Current tax expense | | (536) | | | | (341) | | | | | | Gain on sale of shares reclassified to discontinued operations | Ps. | 4,165 | |
As a result of these transactions, the Company lost control over the businesses described and recognized a gain of disposal of Ps. 1,574 million, presented as discontinued operations. | | | | | | | | | | | | | December 31, 2025 | | Proceeds from the sale of businesses | Ps. | 7,075 | | | Cost of sale of businesses | | 5,622 | | | Write off of intangible asset | | 466 | | | | 987 | | | Recycling: | | | | Employee benefits | | (52) | | | Loss on the remeasurement of the value of derivative instruments | | (1) | | | Cumulative Translation Adjustment | | 260 | | | | 207 | | | Income of period: | | | | Net Income | | 380 | | | | | | Gain on sale of shares of discontinued operations | Ps. | 1,574 | |
The results of the discontinued operations related to these dispositions, which are all part of the same disposal decision related to the FEMSA Forward strategy, for the years ended are shown below: | | | | | | | | | | | | | | | | | | | | | | | 2025 | | 2024 | | 2023 | | Net sales | Ps. | — | | Ps. | 20,200 | | Ps. | 80,634 | | | Cost of goods sold | | — | | | 17,572 | | | 62,275 | | | Gross profit | | — | | | 2,628 | | | 18,359 | | | Operating profit | | — | | | 1,258 | | | 3,997 | | | Loss before income taxes of discontinued operations | | — | | | (2,756) | | | (1,334) | | | Income taxes | | — | | | (1,294) | | | 511 | | | Gain on sale of discontinued operations | | 1,574 | | | 4,165 | | | 59 | | Net income (loss) of the period of discontinued operations (1) | Ps. | 1,574 | | Ps. | 115 | | Ps. | (765) | | | | | | | | | | Heineken | | — | | | — | | | 33,003 | | | Total discontinued operations | Ps. | 1,574 | | Ps. | 115 | | Ps. | 32,238 | |
(1) Includes impairment loss related to Logistics and Distribution for an amount of Ps. 4,879 and Ps. 3,955 in 2024 and 2023, respectively
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| Summary of Disclosure of Non-Current Assets Held For Sale and Discontinued Operations |
The major classes of assets and liabilities classified as held for sale as at December 31, 2024 is, as follows: | | | | | | | | | | | | | | | | | | | 2024 | | Cash | | Ps. | 977 | | | Trade receivables | | | 4,758 | | | Inventories | | | 324 | | | Other current assets | | | 625 | | | Total Current Assets | | | 6,684 | | | | | | | Property, plant and equipment | | | 2,577 | | | Right-of-use assets | | | 2,710 | | | Intangible assets | | | 1,507 | | | Other assets | | | 917 | | | Total Assets | | | 14,395 | | | | | | | Lease liabilities | | | 703 | | | Operating liabilities | | | 3,099 | | | Total Current Liabilities | | | 3,802 | | | | | | | Non-current portion lease liabilities | | | 2,329 | | | Employee Benefits | | | 189 | | | Other liabilities | | | 632 | | | Total Liabilities | | Ps. | 6,952 | |
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