Alpek
Annual Report 2013

Plain-text annual report

2 0 1 3 A N N U A L R E P O R T A L P E K Alpek, S.A.B. de C.V. Av. Gómez Morín 1111 Sur Col. Carrizalejo San Pedro Garza García Nuevo León, Mexico, 66254 www.alpek.com 2013 A N N U A L R E P O R T 2013 A N N U A L R E P O R T Table of Contents Corporate Profile Financial Highlights Economic and Industry Environment Petrochemical Chains and Footprint Letter to Shareholders Polyester Plastics and Chemicals Integration, Efficiency and Technology Sustainability Board of Directors Management Team Corporate Governance Glossary Consolidated Financial Statements 1 2 3 4 6 10 14 18 22 28 29 30 31 33 n o t s u o H , r o l o c h t r a E : g n i t n i r P | l a u s i V 3 3 : y h p a r g o t o h P d n a n g i s e D Investor Relations Hernán F. Lozano Sabino Parra Av. Gómez Morín 1111 Sur Col. Carrizalejo San Pedro Garza García Nuevo León CP. 66254, Mexico IR@alpek.com www.alpek.com P R I N T ED WIT H 1 0 0 % WIND E N E Y R G Supplied by Community Energy Corporate Profile Alpek is Mexico’s largest petrochemical company and the second largest in Latin America. • Operating in two business segments: Polyester, and Plastics and Chemicals. • North America’s leading integrated polyester producer. • Only manufacturer of polypropylene and caprolactam in Mexico. • Operates the largest expandable polystyrene (EPS) plant in the Americas. • 16 plants and 4,550 employees in Mexico, the United States and Argentina. • 90% of Alpek’s products used for food, beverage and consumer goods packaging. • Listed on the Mexican Stock Exchange since April 2012. CORPORATE PROFILE 1 Financial Highlights Millions of dollars Millions of pesos RESULTS Net Sales Operating Income EBITDA1 Majority Net Income2 Net Income per Share3 BALANCE Assets Liabilities Stockholders’ Equity Majority Interest2 Book Value per Share4 2013 7,028 228 572 21 0.01 4,445 2,374 2,071 1,837 0.87 2012 % var. 7,277 566 728 277 0.14 4,742 2,463 2,279 2,012 0.95 -3 -60 -21 -92 -6 -4 -9 -9 2013 90,061 2,926 7,344 262 0.12 58,128 31,040 27,088 24,018 11.34 2012 % var. 96,163 7,476 9,611 3,663 1.83 61,696 32,045 29,651 26,180 12.36 -6 -61 -24 -93 -6 -3 -9 -8 EBITDA1 Millions of dollars Majority Net Income2 Millions of dollars Assets Millions of dollars 09 10 11 12 13 420 482 771 728 572 09 10 11 12 13 21 114 203 09 10 11 12 13 332 277 2,995 3,090 4,446 4,742 4,445 NOTE: In this annual report, monetary figures are expressed in nominal Mexican pesos ($) and in nominal dollars (US $) unless otherwise specified. The financial information for 2013, 2012 and 2011 was prepared in accordance with IFRS, in effect in Mexico since January 2012. Conversions from pesos to dollars were made using the weighted average exchange rate of the period in which the transactions were carried out. The percentage variations between 2013 and 2012 are expressed in nominal terms. 1) EBITDA= operating income plus depreciation, amortization and impairment of non-current assets 2) Attributable to the controlling interest 3) Based on the weighted average number of outstanding shares (2,118 million in 2013 and 1,996 million in 2012) 4) Based on the number of outstanding shares (2,118 million at the end of 2013 and 2,118 million at the end of 2012) 2 ALPEK 2013 ANNUAL REPORTEconomic and Industry Environment The world economy grew moderately during 2013 amid vola- Some of Alpek’s main feedstocks, such as paraxylene, are pro- tile oil prices and margin pressure in some industries that have duced from oil. The reference price of oil (Brent crude) ranged been impacted by incremental capacity in Asia. between US $95 and US $120 per barrel in 2013. The economic GDP in the United States increased approximately 1.8% during Middle East, caused significant oil price volatility during the the year, compared to 2.8% in 2012, as lower government year. However, prices stabilized at approximately US $110 per spending and a negative trade balance moderated growth. barrel in the latter part of 2013. slowdown, as well as conflicts and supply disruptions in the In Mexico, GDP grew an estimated 1.2% in 2013, pressured Natural gas is the main fuel used in Alpek’s operations. During by a generalized deceleration in consumption, a reduction in 2013, the cost of this energy resource remained significantly public spending and a contraction in the construction sector. below that of petroleum-based fuels, at an average price of US Nevertheless, the approval of a number of structural reforms $3.65 per million British Thermal Units (BTU). in energy, finance and telecommunications should drive growth in the coming years. The energy reform is particularly Like other capital intensive industries, the petrochemical in- important for Alpek because it promotes the exploitation of dustry has been impacted by the increase in capacity in Asia. energy resources and other inputs for the country’s petro- It is estimated that Asian purified terephthalic acid (PTA) ca- chemical industry. pacity grew by more than 20% in 2013, while caprolactam (CPL) capacity increased in excess of 50%. This has caused The Chinese economy grew approximately 7.7% in 2013, which lower margins in global polyester and CPL markets outside is its lowest growth rate in the past decade. North America. ECONOMIC AND INDUSTRY ENVIRONMENT 3 PET Fibers Petrochemical Chains and Footprint Oil Refinery Naphtha Reformer Paraxylene PTA Propane Cracker Ethane Cracker Cracker H H C C H CH3 Propylene H H C C H H Ethylene Cracker Benzene Methane Polypropylene H N H H Ammonia Caprolactam Ammonium Sulfate EPS Cyclohexane CH2 Styrene Oil Refinery Naphtha O CH2 CH2 Ethylene Oxide Monoethylene Glycol 4 ALPEK 2013 ANNUAL REPORTOil Refinery Naphtha Reformer Paraxylene PTA Propane Cracker Polypropylene Ethane Cracker Cracker H H C C H CH3 Propylene H H H H C C Ethylene Cracker Benzene Methane N H H H Ammonia Caprolactam Ammonium Sulfate EPS Cyclohexane CH2 Styrene Oil Refinery Naphtha Monoethylene Glycol O CH2 CH2 Ethylene Oxide PET Fibers Alpek participates in several petrochemical chains through its two business segments: Polyester, and Plastics and Chemicals. It employs 4,550 workers and operates 16 plants in Mexico, the United States and Argentina, with a total capacity of 5.4 million tons per year. Segments Polyester Plastics and Chemicals 16 plants in 3 countries: Mexico, the United States and Argentina PETROCHEMICAL CHAINS AND FOOTPRINT 5 Letter to Shareholders To our Shareholders: During 2013, we implemented projects to improve our operating efficiency and increase our vertical integration amid a slower-than-expected recovery in global polyes- ter and caprolactam (CPL) markets. 2013 was a year of moderate growth across the globe, both for developed economies and emerging markets. Economic activity in the United States grew less than 2%, while GDP in China increased at the lowest rate in the past decade. Mexico went through a year of profound change. Al- though GDP grew below original estimates, the recent approval of a number of structural reforms improved the country’s outlook. The Energy Reform is particular- ly important for our company because it promotes the exploitation of energy resources and raw materials, such as ethane and propane, that are fundamental to our inte- gration strategy. In this context, Alpek’s 2013 sales totaled US $7,028 mil- lion, 3% below the previous year, due to a 5% decline in volume. Operating cash flow (EBITDA) was US $572 million, 21% less than in 2012, mainly driven by lower margins on polyester and CPL exports outside our core North American market. Our Polyester segment posted sales of US $5,356 million, 6% less than in 2012, due to a 7% decline in volume. Poly- ester EBITDA totaled US $388 million, 27% below the pre- vious year, reflecting the non-recurring provision associ- ated with the Cape Fear plant closure and the decline in margins on polyester exported outside North America. 6 During 2013, we implemented projects to improve our efficiency and integration, amid a slower-than-expected recovery. Armando Garza Sada Chairman of the Board ALPEK 2013 ANNUAL REPORTGlobal polyester markets were affected by the startup of new production capacity in Asia. Specifically, it is es- timated that PTA capacity in that region has increased by more than 15 million tons over the past two years, an amount that is equivalent to more than double the to- tal capacity of North America. This situation, combined with slower demand growth in global markets, resulted in lower polyester margins outside North America. We invested US $179 million in projects that enhance our operating efficiency, integration and geographic expansion. Sales by our Plastics and Chemicals (P&C) segment increased 5%, to US $1,671 million, driven by growths of 2% in volume and 3% in average prices. P&C EBITDA totaled US $180 million, 9% below 2012, as a result of lower margins on the CPL that we exported to Asia. The expansion of installed capacity in China has driven global CPL margins to historically low levels. However, we achieved record EBITDA in EPS (expandable polystyrene) and polypropylene due to better margins. In the midst of this challenging environment, we invest- ed US $179 million in projects that enhance Alpek’s oper- ating efficiency, integration and geographic expansion. A key element of our strategy is to leverage North America’s competitive natural gas and raw material prices resulting from the recent development of shale gas in the region. Thus, we have invested more than US $109 million in the construction of our first cogen- eration plant in Cosoleacaque, Veracruz. We also made progress with two high-potential projects: vertical in- tegration into monoethylene glycol (MEG) in alliance with Pemex and the construction of a cogeneration plant in Altamira, Tamaulipas. During the year, we also implemented several proj- ects to maximize our operating efficiency. The largest of these was the consolidation of our polyester oper- ations through the shutdown of our Cape Fear plant. This was a difficult but necessary decision to improve our cost structure and obtain annual savings of approx- imately US $30 million. LETTER TO SHAREHOLDERS 7 José de Jesús Valdez Simancas Chief Executive Officer DAK Americas (PTA/PET). Columbia, United States. Other operating efficiency projects included: a PET ca- pacity increase of 60 thousand tons per year at our Co- lumbia site; the signing of a technology licensing agree- ment with DSM Fibers Intermediates to strengthen our CPL production processes and obtain approximately US $9 million in annual savings; and the approval of an investment project involving the construction of a pro- pylene storage sphere that will enable us to increase the supply of this raw material and improve the utilization of our polypropylene plant. We also made progress upgrading our installed PTA/ PET capacity in North America, leveraging our IntegRex® technology to reaffirm our position as the leading low cost producer in the region. In April, we signed IntegRex® PTA licensing and PTA/PET supply agreements with Gruppo M&G (M&G) for the construction of a new, integrated PTA/PET site in Corpus Christi, Texas. Alpek will pay M&G US $350 million over the next three years for contractual rights to supply 400 thousand tons of PET annually from the new plant. We are convinced that the combination of Alpek’s IntegRex® technology, the scale of the new site and the region’s energy and logistics advantages will result in one of the world’s most competitive polyester production cost structures. In addition to its licensing and cost optimization po- tential, this year we leveraged IntegRex® as a vehicle for international expansion. Alpek signed a joint venture agreement with United Petrochemical Company (UPC), a wholly-owned subsidiary of Sistema JSFC, for the con- struction of an IntegRex® PTA/PET site in Russia. This proj- ect is a major step forward, because it would represent our first incursion outside the Americas, inline with our strategy of selectively seeking investment opportunities in markets with good growth prospects, sustainable raw material advantage and consolidation potential. On the financial front, we maintained healthy leverage and coverage ratios. Net debt to EBITDA was 1.3 times, 8 ALPEK 2013 ANNUAL REPORTA solid financial structure allows us to continue investing in attractive projects, even during downturns in our industry. while interest coverage reached 8.3 times, excluding non-recurring financial charges. During the year, we concluded our refinancing initiative with the issuance of a second 10-year bond and were successful in extend- ing the average term of our debt to more than eight years. A solid financial structure allows us to continue investing in attractive projects, even during downturns in our industry. Besides being determined to implement our investment plans, we maintain a firm commitment to our sharehold- ers to pay dividends. During 2013, we paid cash dividends amounting to US $228 million: a first dividend of US $114 million paid in March and September and a second div- idend of the same amount paid in December as an ad- vance on the 2014 dividend. Our business philosophy is based on the creation of eco- nomic and social value, as well as respect for the environ- ment in which we operate. Results associated with sustainability are being present- ed using the international guidelines of the Global Re- porting Initiative for the first time. We are implementing this framework to construct the bases through which we will measure our sustainability initiatives in order to con- tinuously improve our economic, social and environmen- tal performance. Having the most professional, efficient and committed team is a strategic priority for our company. To ensure this, we reinforced our training, development, health and safety programs during the year. In 2013, we moved forward by overcoming challenges and creating opportunities to improve our competitive- ness. On behalf of the Board of Directors, we would like to thank our employees, customers, suppliers, creditors, community and particularly you, our shareholders, for your continued support. Sincerely, Armando Garza Sada Chairman of the Board of Directors José de Jesús Valdez Simancas Chief Executive Officer LETTER TO SHAREHOLDERS 9 Alpek is the only integrated manufacturer of PTA and PET, the largest PET producer and the second largest PTA producer in North America. CADENA DE POLYESTER Our focus on the consolidated North American market and unique position serving stable consumer-oriented segments differentiate us from other petrochemical companies. Petrotemex (PTA). Altamira, Mexico. Through its Polyester segment, Alpek produces and mar- line with its commitment to sustainability, Alpek also has a PET kets PTA (purified terephthalic acid), PET (polyethylene recycling plant in the United States with an annual capacity of terephthalate) and polyester fibers, as North America’s only 73 thousand tons (more than three billion PET bottles). integrated manufacturer of PTA and PET. Alpek is also the largest PET producer and second largest PTA producer in Beverage, food and consumer goods packaging accounts North America on the basis of installed capacity. for 91% of Alpek’s Polyester sales, while North America (Mex- Our number-one product is PTA, which is produced from segment’s revenues. Our focus on the consolidated North paraxylene. PTA is reacted with monoethylene glycol (MEG), American market and unique position serving stable con- an ethylene derivative, to produce PET. Our customers are sumer-oriented segments differentiate us from other petro- ico, the United States and Canada) represents 81% of this companies that purchase PTA to produce their own PET and chemical companies. those that buy PET to produce bottles and other containers. Polyester fiber is used to manufacture clothing, carpets and The Polyester segment represented 76% of Alpek’s total furnishings, and has a number of industrial applications. sales in 2013. Polyester revenues fell 6% year-over-year, to US $5,356 million, driven by a 7% decline in volume. EBITDA Our products are manufactured in the United States, Mexi- was US $388 million, 27% less than in 2012, reflecting co and Argentina at eleven plants with a consolidated annual unfavorable market dynamics and the impact of the Cape installed capacity of 4.4 million tons and 3,343 employees. In Fear site shutdown. 12 ALPEK 2013 ANNUAL REPORT76% of Alpek’s total 2013 revenues came from the Polyester segment 19% 81% North America represents 81% of Polyester sales Mexico, the United States and Canada Rest of the world DAK Americas (PET). Cosoleacaque, Mexico. POLYESTER 13 Alpek is the only producer of polypropylene and caprolactam in Mexico, and operates the largest EPS plant in the Americas. CADENA DE PLASTICS AND CHEMICALS Indelpro (Polypropylene). Altamira, Mexico. Plastics and Chemicals contributed 24% of Alpek’s total 2013 revenues 20% 80% 80% of Plastics and Chemicals sales corresponds to North America Mexico, the United States and Canada Rest of the world 16 ALPEK 2013 ANNUAL REPORT The Plastics and Chemicals segment produces and markets polypropylene, expandable polystyrene, polyurethane and caprolactam. Polioles (EPS). Altamira, Mexico. The Plastics and Chemicals (P&C) segment produces and 1,185. All our plants’ operating processes use industry-leading markets polypropylene (PP), expandable polystyrene (EPS), technology which is both proprietary and licensed from our polyurethane (PURs) and caprolactam (CPL), as well as other partners, such as Spherizone and Spheripol from Lyondell products such as ammonium sulfate (fertilizer). Alpek is the Basell for PP and Single Step from BASF for EPS. only producer of polypropylene and caprolactam in Mexico, and operates the largest EPS plant on the American continent. Almost 80% of the Plastics and Chemicals segment’s sales correspond to our core North American market. Alpek’s P&C PP, a plastic made from propylene, is used in food and bev- products are also sold in Central and South America, Asia erage packaging, reusable containers, auto parts, medical and Europe. instruments and toys. EPS is a lightweight, shock-absorbing plastic employed for packaging, construction and thermal Plastics and Chemicals contributed 24% of Alpek’s total insulation. CPL is the main raw material for the production 2013 revenues. The segment posted sales of US $1,671 of Nylon 6, a highly resistant plastic used in products such as million, up 5% year-on-year as average prices and volume clothing, industrial textiles, tire cord and engineering plastics. increased 3% and 2%, respectively. 2013 P&C EBITDA de- This segment operates five plants in Mexico with an annual partially offset the decline in CPL. Excluding caprolactam, P&C installed capacity of 1.0 million tons and a total workforce of EBITDA grew 14% during 2013. creased 9% to US $180 million as higher PP and EPS margins PLASTICS AND CHEMICALS 17 In 2013, Alpek invested in projects to enhance its integration and operating efficiency, and capitalize on its IntegRex® technology. INTEGRATION, EFFICIENCY AND TECHNOLOGY Cogeneration. Cosoleacaque, Mexico. In 2013, Alpek invested more than US $179 million in projects to enhance its integration and operating efficiency, and capi- talize on its IntegRex® technology. Integration Alpek’s integration strategy is largely based on leveraging North America’s competitive natural gas and raw material prices resulting from the recent development of shale gas in the region. Our first integration project is the construction of a cogeneration plant in Cosoleacaque, Veracruz for which we have invested US $109 million. This plant will come on line during the first half of 2014 with the capacity to generate 95 megawatts (MW) of electricity that will be used for internal consumption and sale to third parties. We have also advanced with a potential monoethylene DAK Americas (PET). Cosoleacaque, Mexico. glycol (MEG) vertical integration project in association with Pemex and with a second cogeneration plant in Altamira, Tamaulipas, that is expected to generate more than 260 MW of electricity. Efficiency We constantly seek alternatives to increase our operating efficiency. During 2013, we consolidated our polyester oper- ations with the shutdown of the Cape Fear site (North Caro- lina). This will enhance our cost structure by leveraging our most efficient facilities, resulting in estimated annual savings of US $30 million in conversion, logistics and fixed costs. The debottlenecking project at our Columbia facility (South Carolina) also contributed to enhancing efficiency by in- creasing the site’s annual PET production capacity by 60 thousand tons. Furthermore, Alpek signed a technology licensing agreement with DSM Fibers Intermediates (DSM) to optimize its CPL plant. This will result in estimated annual savings of US $9 million by reducing raw material consumption and upgrading several production processes. To further enhance its operating efficiency, Alpek approved the construction of a propylene storage sphere that is expect- ed to increase the supply of this raw material and improve the polypropylene plant’s utilization rate. Cogeneration. Cosoleacaque, Mexico. 20 ALPEK 2013 ANNUAL REPORTUS $109 million invested in our first cogeneration plant in Cosoleacaque, Veracruz. Cogeneration. Cosoleacaque, Mexico. Technology An element of growing importance in Alpek’s business mod- million over the next three years and will obtain the right to supply 400 thousand tons of PET per year from the site. This el is IntegRex®, a proprietary technology for the production initiative moves us forward with the upgrading of our installed of PTA and PET. IntegRex® offers savings of up to 20% in con- PTA/PET capacity and strengthens our leadership position in version costs, eliminates eleven intermediate steps in the pro- North America. duction process and requires less initial investment per ton of installed capacity. IntegRex® also proved to be an effective vehicle for interna- tional expansion. Alpek signed a joint-venture agreement with In April, we signed IntegRex® PTA license and PTA/PET sup- United Petrochemical Company (UPC), a wholly owned sub- ply agreements with Gruppo M&G (M&G). Pursuant to these sidiary of Sistema JSFC, for the construction of an IntegRex® agreements, M&G will use IntegRex® in the construction of a PTA/PET plant in Russia. This would be Alpek’s first incursion new plant in Corpus Christi, Texas. Alpek will pay M&G US $350 into a market outside the Americas. INTEGRATION, EFFICIENCY AND TECHNOLOGY 21 The success of our company goes hand-in-hand with a commitment to being key actors in promoting the comprehensive well-being of the world in which we operate. CADENA DE SUSTAINABILITY In 2013, we implemented 56 initiatives to improve our employees’ health, benefitting 4,138 people. Indelpro (Polypropylene). Altamira, Mexico. For the second consecutive year, we include a section on Sus- tainability in the present report, this time based on the interna- Sustainability Model Our business philosophy is based on the creation of economic tional reporting guidelines of the Global Reporting Initiative. and social value while caring for the environment. We have established four pillars of action as the bases for our strategy We are taking an initial approach to this methodology in or- to achieve these goals; this philosophy is the foundation of our der to measure our actions in the area of sustainability and, as Sustainability Model. a result, construct the bases for a model that will allow us to continue improving and strengthening our economic, social • Economic: To obtain an adequate return from our business- and environmental performance in a responsible manner. es on the basis of the investment made and the risks taken. • Internal well-being: To provide our employees with health, We are very proud to be North America’s largest integrated safety and opportunities for their development. PTA and PET producer and are fully aware of the great respon- • Community: To be a responsible citizen in our communities. sibility that this implies. The success of our company goes • Environment: To reduce our environmental impact, includ- hand-in-hand with a commitment to being key actors in pro- ing our emissions into the atmosphere, soil and water. moting the comprehensive well-being of the world in which we operate. Corporate Governance Alpek became a publicly traded company in 2012. We adhere We invite you to follow the path we have covered so far, to the Code of Best Corporate Practices of the Mexican Stock and the one we have yet to travel, to attain our sustainabil- Exchange and annually publish a report on our level of com- ity objectives. pliance with the code as part of our commitment to transpar- ency for our shareholders and investors. A solid business strategy depends on formal and transparent corporate governance. Our Board of Directors is composed of nine members without alternates, of whom four are indepen- dent board members, four are related proprietary board mem- bers and one is an independent proprietary board member. An 24 ALPEK 2013 ANNUAL REPORTOur Stakeholders Inclusion and an ongoing dialogue with those who interact with us and with the environment in which we work are ba- sic elements for the definition of our sustainability strategy. Based on our impact on them and their concerns about the company, we have defined our stakeholders as follows: Employees Environment Shareholders Customers Community Suppliers Audit and Corporate Practices Committee supports the Board in its activities. Potential conflicts of interest of Directors are • Company – employee relations Our human resources are Alpek’s most important investment; presented to the Chairman of the Board for resolution. therefore, we are committed to taking concrete actions to pro- Development of our Employees We invested more than US $6,470,000 in development Distribution of our workforce mote their comprehensive development. and training. • Employee health and safety Maintaining a high level of health and safety for the compa- ny’s entire workforce is a priority for Alpek. In 2013 alone, we invested US $3,655,179 in initiatives to assure the proper per- formance of our equipment and systems. Our DAK Americas Argentina and Tereftalatos Mexicanos plants have had no dis- Total number of workers Employees Unionized personnel Men Women 2012 4,690 1,667 3,023 4,193 497 2013 4,546 1,667 2,879 4,053 493 abling accidents over the past four years. We believe diversity makes us stronger. We are against any 2011 2012 2013 ilar jobs are the same across the company. In addition, a discrimination on the basis of sex, race, nationality or reli- gion, and compensation rates for men and women in sim- Loss ratio Frequency index Accidents Days lost Physical losses 51.9 2.4 21 462 0 55.4 2.6 26 554 0 98.8 2.2 22 969 0 total of twenty-five handicapped people worked at Alpek during 2013. • Training and development We provide a workplace environment that is safe, friendly and enriching. In 2013, we invested US $6,471,544 in training for employees, with an average of 30 hours/person of training. Just as we provide the tools for their development, we also We have also implemented initiatives to improve our employ- measure their performance. In 2013, 67% of the workforce was ees’ health, with 56 programs in operation in 2013, 155% more evaluated in some way. than in 2012, benefitting 4,138 people. 100% of the workforce is represented on Alpek’s Health and Safety Committees. Protection of the Environment We invested more than US $15,000,000 in programs to protect the environment. SUSTAINABILITY 25 As a result of optimization initiatives, in 2013 we achieved reductions in both direct and indirect energy consumption. Petrotemex (PTA). Cosoleacaque, Mexico. Contributing to the environment in the areas in which we op- erate has always been one of the key focuses of our compre- • Water We own ten water treatment plants that enable us to re- hensive strategy. Breakdown of investments in environmental protection: Investment in 2013 Waste disposal Treatment of emissions Remediation costs Preventive costs Environmental management costs (in US $) 1,970,226 8,412,692 0 412,501 4,494,374 • Energy Alpek uses natural gas, today’s cleanest fuel, as an energy source in 93% of its facilities. In 2013, we continued with the construction of our first cogeneration plant in Cosoleacaque, Veracruz. This facility will reduce CO2 emissions into the atmo- sphere by 120,000 tons per year. cycle the water used in our operations. In 2013, Alpek con- sumed 109,216,765m3 of water, of which 16,512,265m3 (15%) were treated and, of that amount, 1,028,406m3 were reused in our processes. It is important to point out that none of our operations put their water sources at risk. • Emissions and waste DAK Americas’ Zero Waste program is one of the most im- portant elements of our environmental strategy. Four of this company’s plants in the United States have achieved the goal of sending zero waste to landfills this year. AKRA Polyester and Polioles began to implement the program in 2013 and achieved waste reductions of 45% and 50%, respectively. Lowering the emission of harmful gases into the atmosphere is another ongoing objective. This year we discharged 2,100,000 tons of CO2, a year-over-year reduction of 1,500 tons, equiva- lent to 38,436 trees growing over a 10-year period. As a result of a series of optimization initiatives, we were able to reduce by 0.8% our total energy consumption (which was 27.26 x 106 GJ) in 2013, an amount that would cover the energy Well-being of our Communities More than 8,500 students from 67 schools benefited as a needs of 2,900 Mexicans over one year. result of Alpek companies’ support. 26 ALPEK 2013 ANNUAL REPORT• Community involvement Understanding the needs and concerns of the communities in which we operate is of great importance in our operations. 70% of Alpek companies are engaged in community support activities. We are aware that our operations carry risks and this is why we work continually to mitigate those risks: Company Risk Risk-mitigating actions AKRA Polyester Leakage of chlorine gas, ther- Water spraying systems, valve controls and fire detection mal oil or methanol. systems. DAK Americas Emission of chemicals into the detection and stoppage of operations in the event of a con- atmosphere. tingency. There is also a system to route emissions to a control Continuous control of fire/outages/failures to assure prompt device, even during normal operating conditions. Indelpro Emission of hydrocarbons or Preventive maintenance of facilities, automatic safety system combustion gases. and venting control program. Emission of hazardous vessels. Emergency response plans. Participation in mutual as- Process control systems. Pressure relief devices in containment Polioles substances, fires or explosions sistance groups. Personnel training for emergency brigades. of flammable materials. Network of water sprinklers for fire control. Fire detection and alarm system. Univex Leakage of hazardous substances. Program for monitoring the thickness and cracks in lines and equipment. Training program for emergencies, rescue and fire. Participation in mutual assistance groups. • Social assistance In 2013, we donated more than US $3,000,000 to social assis- tance institutions, such as United Way in the United States, as well as directly to the ALFA Foundation that, in turn, directs funds to various charitable organizations. SUSTAINABILITY 27 Board of Directors Armando Garza Sada (3) Andrés E. Garza Herrera (1A) Chairman of the Board of Alpek, S.A.B. de C.V. Chief Executive Officer of Qualtia Alimentos, S.A. de C.V. Chairman of the Board of ALFA. Member of the Boards of President of the Mexican Council of the Consumer Goods FEMSA, Frisa, Grupo Financiero Banorte, Lamosa, Liverpool, Industry (ConMéxico). Member of the Regional Board of Proeza, ITESM and Stanford University. Banorte and of the General Councils of Universidad de Álvaro Fernández Garza (3) President of ALFA, S.A.B. de C.V. Monterrey, Ciudad de los Niños and Patronato Papalote Verde in Monterrey, Nuevo León. Member of the Boards of ALFA, Vitro, Cydsa and Universidad Pierre Francis Haas García (1) de Monterrey. Currently, he is President of the Chamber of Senior Advisor of the Global Oil Practice of McKinsey & Co. Industry of Nuevo León (CAINTRA) Member of the Oxford Energy Policy Club, the Paris Petroleum Club and Coloquio Mexicano de Energía. Francisco José Calderón Rojas (2) Chief Financial Officer of Grupo Franca Industrias, S.A. de C.V. Jaime Serra Puche (1A) Member of the Boards of Franca Industrias, Franca Servicios, President of SAI Derecho & Economía Franca Desarrollos, Capital Inmobiliario Institucional, ITESM Member of the Boards of Chiquita Brands, Fondo México, and Universidad de Monterrey. Tenaris, Vitro, Grupo Modelo and Grupo Financiero Rodrigo Fernández Martínez (3) Marketing and Finance Director of Sigma Alimentos, S.A. de C.V. Enrique Zambrano Benítez (1A) Previously Sigma Alimentos, S.A. de C.V.’s Director of New Chief Executive Officer of Grupo Proeza, S.A. de C.V. BBVA Bancomer. Businesses. Merici Garza Sada (3) Investor Member of the Board of Alpek since April 2012. Member of the Boards of Grupo Proeza and subsidiaries since 1988. Member of the Boards of Frisa Industrias and ITESM. President of the Regional Board of Banco Ve por Más Carlos Jiménez Barrera Secretary of the Board Key 1. Independent board member 2. Independent proprietary board member 3. Related proprietary board member A. Audit and Corporate Practices Committee 28 ALPEK 2013 ANNUAL REPORTManagement Team José de Jesús Valdez Simancas Chief Executive Officer Eduardo Escalante Castillo Chief Financial Officer Felipe Garza Medina President of the PTA Business Unit Jorge P. Young Cerecedo President of the PET and Staple Fibers Business Unit Joined ALFA in 1976. He has a Bachelor’s in Engineering and an MBA from ITESM, as well as a Master’s in Industrial Engineering from Stanford University. Joined ALFA in 1981. He has a Bachelor’s in Engineering from ITESM and a Master’s in Engineering from Stanford University. Joined ALFA in 1977. He has a Bachelor’s in Engineering from Stanford University and an MBA from Cornell University. Joined ALFA in 1990. He has a Bachelor’s in Engineering from ITESM and an MBA from Wharton. Jorge González Escobedo Alejandro Llovera Zambrano President of the Filament Fibers Business Unit President of the Polypropylene Business Unit José Luís Zepeda Peña President of the EPS, Polyurethanes and Specialty Chemicals Business Unit Gustavo Talancón Gómez President of the Caprolactam and Fertilizers Businesses Joined ALFA in 1974. He has a Bachelor’s in Engineering and an MBA from ITESM. Joined ALFA in 1985. He has a Bachelor’s in Engineering and an MBA from ITESM, as well as studies in business administration from the Instituto Panamericano de Alta Dirección de Empresas (IPADE). Joined ALFA in 1986. He has a Bachelor’s in Engineering and an Masters in Science from UNAM and an MBA from ITESM. Joined ALFA in 1989. He has a Bachelor’s in Industrial Engineering from ITESM and studies in business administration from the Instituto Panamericano de Alta Dirección de Empresas (IPADE). MANAGEMENT TEAM 29 Corporate Governance Alpek operates in accordance with the Mexican Code of Best Corporate Practices (CMPC) instituted in the year 2000 by the Mexican securities commission. The purpose of the Code is to establish a frame of reference for corporate governance and thereby increase investor confidence in Mexican companies. E) The Audit and Corporate Practices Committee studies and issues recommendations to the Board of Directors on matters such as se- lecting and determining the fees to be paid to the external auditor, coordinating with the company’s internal audit area and studying accounting policies. F) The company has internal control systems with general guidelines that are submitted to the Audit and Corporate Practices Committee Once a year, all companies that are listed on the Mexican Stock Ex- for its opinion. In addition, the external auditor validates the effec- change (BMV) must disclose the extent to which they adhere to the tiveness of the internal control system and issues reports thereon. CMPC by answering a questionnaire. The responses of the different companies may be consulted on the BMV’s website. G) The Board of Directors is advised by the planning and finance A summary of Alpek’s principles of corporate governance is present- investments, strategic positioning of the company, alignment of in- ed below, reflecting the answers the company gave to the question- vesting and financing policies, and review of investment projects. naire in June 2013 and updated where necessary: This is carried out in coordination with the planning and finance de- department when evaluating matters relating to the feasibility of A) The Board of Directors is made up of nine members, who have no alternates. Of the nine directors, four are independent board mem- H) The Audit and Corporate Practices Committee is responsible for bers, four are related proprietary board members and one is an in- issuing recommendations to the Board of Directors on such matters dependent proprietary board member. This annual report provides as employment terms and severance payments for senior execu- partment of the holding company, ALFA, S.A.B. de C.V. information on all the board members, identifying those who are tives, and compensation policies. independent and the Committees on which they sit. B) The Board of Directors is advised by the Audit and Corporate Prac- open line of communication between the company and its share- tices Committee, which is made up of independent board mem- holders and investors. This ensures that investors have the financial bers. The Committee Chairman is an independent board member. and general information they require to evaluate the company’s de- I) Alpek has a department specifically dedicated to maintaining an velopment and progress. Alpek uses press releases, notices of mate- C) The Board of Directors meets every three months. Meetings of the rial events, quarterly results conference calls, investor meetings, its Board may be called by the Chairman of the Board, the Chairman of website and other communication channels. the Audit and Corporate Practices Committee, the Secretary of the Board or at least 25% of its members. At least one such meeting every J) Alpek promotes good corporate citizenship and adheres to the year is dedicated to defining the company’s medium- and long-term recommendations of its holding company, ALFA, S.A.B. de C.V., strategies. having a mission, vision and values, and code of ethics that are promoted within the organization. D) Members must inform the Chairman of the Board of any conflicts of interest that may arise, and abstain from participating in any re- lated deliberations. 30 ALPEK 2013 ANNUAL REPORTGlossary Caprolactam (CPL) items and for protecting perishables. It is also widely used in con- CPL is made by reacting cyclohexane, ammonia and sulfur and is struction systems, to lighten floor and roof structures, and as an in- the raw material for the production of Nylon 6 polymer. Nylon 6 is a sulator. synthetic resin that, because of its strength, flexibility and softness, has a range of end uses, including for sportswear, underclothes and Integrex® engineering plastics. Alpek-owned technology for producing PTA and PET from paraxy- lene (PX) and monoethylene glycol (MEG), offering significant cost Clean Industry Certification savings and fewer intermediate steps in the production process. Certification granted by the Mexican Environmental Protection Agency (PROFEPA) to companies that comply with environmental Investment Grade legislation. Rating given to a company as a result of an evaluation made by credit-risk rating agencies such as Fitch Ratings, Standard & Poor’s CO2 Emissions Unit to measure the carbon dioxide produced by the burning of and Moody’s. solid, liquid and gaseous fuels, including natural gas. ISO 14001 Certification Comprehensive Responsibility Administrative System (Mexi- vironmental Management System (EMS). The standard is designed can National Association of the Chemical Industry, ANIQ) to support companies’ profitability and at the same time minimize Internationally accepted standard for establishing an efficient En- Certification given to companies that comply with the six compre- environmental impact. hensive responsibility requirements established by the ANIQ, cov- ering Process safety, Health and safety in the workplace, Product ISO 9001 Certification safety, Transportation and distribution, Prevention and control of Certification issued by rating agencies to those companies that op- environmental pollution and Community protection. erate with proven procedures for assuring the quality of their prod- ucts, in accordance with the standard defined by the International Cyclohexane Organization for Standardization (ISO). Compound produced by the hydrogenation of benzene and used in caprolactam production. Megawatt (MW) Unit of power, equal to 1 million watts. Ethylene Oxide Compound produced from ethylene and used as an intermediate in Monoethylene Glycol (MEG) the production of MEG and other chemicals. Raw material with diverse industrial uses, especially for producing polyester (PET and fiber), antifreeze, refrigerants and solvents. Expandable Polystyrene (EPS) Light, rigid, cellular plastic, product of the polymerization of styrene Paraxylene (PX) monomer. EPS is a versatile material because of its properties as an Hydrocarbon in the xylene family used to produce PTA. It is also a impact reducer and thermal insulator, and customized molding ca- component of gasoline. pacity. These properties, combined with the ease with which it can be processed, make EPS a popular packaging for impact-sensitive GLOSSARY 31 Polyester Chain Propylene Oxide Alpek business that comprises all the companies involved in poly- Compound produced from propylene and used to manufacture ester production, from the raw material (PTA) to the production of commercial and industrial products, including polyols, glycols and PET and fibers. glycoethers. Polyethylene Terephthalate (PET) Purified Terephthalic Acid (PTA) Material widely used in the manufacture of bottles and other con- Aromatic dicarboxylic acid, the main raw material in polyester pro- tainers for liquids, food and personal hygiene, household and duction. PTA is produced by the oxidation of paraxylene. It is used healthcare products. PET flakes and films are used to produce caps, to manufacture PET, which is then used to make bottles for water, trays and recipients. Because of its transparency, strength, durability soft drinks and other beverages, containers and other packaging, and high protection barrier, PET presents no known health risks, is and polyester fiber for rugs, clothing, furniture and industrial appli- light and recyclable, and has a wide range of applications in reus- cations, as well as other consumer products. able, temperature-sensitive packaging. PET has replaced glass and aluminum, as well as other plastics such as PVC and polyethylene, for Self-regulation of Health and Safety in the Workplace, Level 4 making containers. Polypropylene (PP) Certification Program implemented by the Mexican Ministry of Work and Social Welfare to verify that companies have implemented administrative Thermoplastic polymer, produced from the polymerization of pro- systems that promote safe, hygienic work centers. pylene monomer. Its properties include a low specific gravity, great rigidity, resistance to relatively high temperatures and good resis- tance to chemicals and fatigue. PP has diverse applications, includ- Single Step® ing for packaging, textiles, recyclable plastic parts and different kinds One-step technology for the production of EPS, where the EPS of containers, auto-parts and polymer (plastic) banknotes. pearls are impregnated with a pre-expanded agent during the po- Polyurethanes (PURs) Rigid, flexible or elastic, durable materials that are produced by the Spheripol® lymerization process. reaction of a polyol with an isocyanate. They are very versatile, of- LyondellBasell-owned technology which is the world’s most com- fering the elasticity of rubber, combined with the hardness and du- mon way of producing polypropylene. rability of a metal. PURs may be hard like fiberglass, spongy like up- holstery foam, protective like varnish, elastic like tire rubber or sticky Spherizone® like glue. Propylene LyondellBasell’s most recent technology, which offers great flexibility in polypropylene production and is used to make a wide range of products. Unsaturated, 3-carbon hydrocarbon, co-product of the cracking process at petrochemical complexes and a byproduct at oil refiner- Styrene Monomer ies. It is used in the petrochemical industry to produce PP, propylene Unsaturated hydrocarbon used to make a variety of plastics, syn- oxide, cumene, isopropanol, acrylic acid and acrylonitrile. It is also thetic rubber, protective coatings and resins. It is the main raw ma- converted into a gasoline component by alkylation with butanes or terial in EPS production and also used as a solvent and chemical pentanes. 32 ALPEK 2013 ANNUAL REPORT intermediate. Watt Unit of power in the International System of Units (SI). Consolidated Financial Statements Management’s Discussion and Analysis Report of the Independent Auditors Consolidated Statements of Financial Position Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Stockholders’ Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements 34 38 39 40 41 42 43 44 33 CONSOLIDATED FINANCIAL STATEMENTS Management’s Discussion and Analysis Management’s Discussion and Analysis 2013 This analysis complements the Letter to the Shareholders, Economic and Industry Environment, Audited Financial Statements and Complementary Information. Unless otherwise stated, figures corresponding to the information for 2013 and 2012 are expressed in millions of nominal pesos, with certain figures expressed in millions of dollars (US $) due to the high level of dollar- ization of Alpek’s revenues. Percentage variations are presented in nominal terms. The information is presented on the basis of International Financial Reporting Standards (IFRS). 2013 3,035 839 3,874 2013 68,704 21,600 (243) 90,061 2013 5,362 1,685 (19) 7,028 2012 3,263 823 4,086 VAR. % (7) 2 (5) 2012 VAR. % 75,249 21,068 (154) 96,163 2012 5,695 1,594 (12) 7,277 (9) 3 58 (6) VAR. % (6) 6 63 (3) Volume (thousands of tons) Polyester Plastics and Chemicals TOTAL VOLUME Income (millions of pesos) Polyester Plastics and Chemicals Eliminations TOTAL INCOME Income (US $ million) Polyester Plastics and Chemicals Eliminations TOTAL INCOME 34 ALPEK 2013 ANNUAL REPORTIncome Alpek’s 2013 net income totaled $90,061 million (US $7,028 million), 6% below the $96,163 million (US $7,277 million) posted in 2012. This decline reflects reductions of 5% in consolidated volume and 1% in average prices. Sales by Business Segment Polyester net sales in 2013 were $68,704 million (US $5,362 million), 9% lower than the net sales of $75,249 million (US $5,695 mil- lion) in 2012, due to decreases of 7% in volume and 2% in average prices. The volume decline reflects the contraction in polyester export markets and, to a lesser extent, the Cape Fear plant closure. Plastics and Chemicals (P&C) 2013 net sales totaled $21,600 million (US $1,685 million), 3% above the sales of $21,068 million (US $1,594 million) posted in 2012. P&C volume grew 2%, reflecting increased demand for polypropylene and EPS, while average prices remained flat year-on-year. Operating Income and Operating Cash Flow (EBITDA) 2013 operating income was $2,925 million (US $228 million), 61% below the $7,476 million (US $566 million) of 2012. The decline was a result of $2,421 million in restructuring costs and asset impairment charges associated with the closure of the Cape Fear site, combined with the reduction in consolidated volume and polyester and caprolactam export margins. EBITDA was $7,344 million (US $572 million) in 2013, a 24% drop from the $9,611 million (US $728 million) registered in 2012. The reduction largely reflects the decrease in consolidated volume and polyester and caprolactam export margins, as well as the non-recurring charge related to the closure of the Cape Fear site. EBITDA (millions of pesos) Polyester Plastics and Chemicals Others and Eliminations TOTAL EBITDA EBITDA (US $ million) Polyester Plastics and Chemicals Others and Eliminations TOTAL EBITDA 2013 4,974 2,304 66 7,344 2013 388 180 5 572 2012 7,008 2,607 (4) 9,611 2012 531 197 0 728 VAR. % (29) (12) (1,671) (24) VAR. % (27) (9) (1,723) (21) MANAGEMENT’S DISCUSSION AND ANALYSIS 35 Comprehensive Financing Expense/Income (CFE/I) In 2013, the comprehensive financing expense (CFE) was -$1,172 million (-US $91 million), 12% below the CFE of -$1,331 million (-US $101 million) posted in 2012, because of a reduction in financial expense as a result of a year-on-year decline in interest and refinancing expenses. CFE/I (US $ million) Financial Expense Financial Income Foreign Exchange Gain (Loss) Valuation of Financial Derivative Instruments CFE/I Income Tax 2013 (1,092) 137 (146) (71) (1,172) 2012 VAR. % (1,897) 356 141 69 (1,331) 42 (62) (203) (203) 12 Income tax in 2013 totaled $817 million (US $63 million), 53% below the $1,723 million (US $131 million) of 2012. The reduction in income tax largely reflects a deferred income tax benefit amounting to $920 million corresponding to the Cape Fear site closure. Net Income attributable to the Controlling Interest Net income attributable to the controlling portion was $262 million (US $21 million) in 2013, 93% below the figure of $3,663 million (US $277 million) posted in 2012. The decline was largely a result of the negative effect of $1,501 million (US $117 million) in charges related to the Cape Fear closure. Excluding these charges, net income attributable to the controlling portion was $1,763 million (US $138 million). Capital Expenditures 2013 capital expenditures totaled $2,275 million (US $179 million), 50% more than the $1,522 million (US $115 million) posted in 2012. These resources were mainly used for strategic projects, such as the Cosoleacaque cogeneration facility and the Corpus Christi PTA/PET plant. Net Debt1 Net debt totaled $10,015 million (US $766 million) as of December 31, 2013, 25% above the net debt of $8,011 million (US $616 million) as of year-end 2012. The increase in net debt was largely due to the payment of dividends amounting to $1,922 million (US $148 million) in December 2013 as an advance on the 2014 dividend payment. Financial Indicators (times) Net Debt / EBITDA (US $) Interest Coverage (US $) Total Liabilities / Capital 2013 1.3 7.1 1.1 2012 0.8 6.2 1.1 (1) Net Debt = Current Debt plus Non-Current Debt excluding debt issuance costs, plus accrued Interest Payable less (Cash and Cash Equivalents plus Restricted Cash and Cash Equivalents) 36 ALPEK 2013 ANNUAL REPORT2013 HIGHLIGHTS Agreements signed with M&G for a PTA/PET plant in Corpus Christi In April 2013, Alpek announced it had signed IntegRex® PTA license and PTA/PET sourcing agreements with the M&G Group (M&G). Under the agreements, M&G will license Alpek’s IntegRex® PTA technology for the construction of its new integrat- ed PTA/PET plant in Corpus Christi, Texas. Alpek will pay M&G US $350 million during the site’s construction and will receive contractual rights to 400 thousand tons of PET per year from the Corpus Christi facility. In addition, Alpek will supply the raw materials for its portion of PTA/PET. M&G’s Corpus Christi site is currently expected to begin operations in 2016. The benefits of IntegRex®, the scale of the new integrated plant in Corpus Christi, and the region’s attractive energy and logistics advantages will constitute one of the most competitive cost structures globally for PTA and PET. Cape Fear plant closure During 2Q13, Alpek decided to close its Cape Fear site in order to consolidate its polyester operations and enhance its cost competitiveness by leveraging more efficient assets in its multi-site network. Cash savings in conversion, logistics and fixed costs are estimated to be approximately US $30 million per year as of September 2013. The impact of the Cape Fear site shutdown on Alpek’s 2013 Net Income totaled $1,501 million (US $117 million), comprising $2,421 million (US $189 million) in restructuring charges, less $920 million (US $72 million) in deferred income tax. Issuance of US $300 million in “Senior Notes” In August 2013, Alpek issued a US $300 million aggregate principal amount of 5.375% Senior Notes due 2023. The proceeds were used mainly to prepay outstanding debt in order to extend the company’s average debt maturity. Joint Venture agreement with UPC in Russia Alpek signed a joint venture (JV) agreement with United Petrochemical Company (UPC), a wholly-owned subsidiary of Sistema JSFC (Sistema), for the construction of an integrated PTA/PET plant in Ufa, Russia. Under the JV agreement, Alpek and UPC will elaborate a detailed business plan to determine the project’s feasibility and invest US $10 million each in the completion of the plant’s evaluation stage. Construction will be subject to the approval of the business plan by the Board of Directors of both companies. The new facility would be an IntegRex® PTA/PET site dedicated to serving the Russian PET market with a maximum installed capacity of 600 Ktons of IntegRex® PTA and 600 Ktons of IntegRex® PET. An IntegRex® license agreement is expected to be signed upon final approval of the JV by all relevant competition authorities. Paraxylene (Px) would be sourced domesti- cally. Px supply negotiations are underway with JSOC Bashneft, a subsidiary of Sistema and one of the largest private Russian oil companies. Dividends Shareholders approved the payment of cash dividends amounting to US $228 million during 2013. The first US $114 million divi- dend was paid in March and September 2013, and a second dividend of the same amount was paid in December as an advance on the 2014 dividend. MANAGEMENT’S DISCUSSION AND ANALYSIS 37 Report of the Independent Auditors Monterrey, N. L., January 29, 2014 To the Shareholders’ Meeting of Alpek, S. A. B. de C. V. We have audited the accompanying consolidated financial statements of Alpek, S. A. B. de C. V and subsidiaries, which comprise the consolidated statement of financial position as at December 31, 2013 and 2012, and the consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years ended December 31, 2013 and 2012, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Alpek, S. A. B. de C.V. and subsidiaries as at December 31, 2013 and 2012, and its financial performance and its cash flows for the years ended December 31, 2013 and 2012, in accordance with International Financial Reporting Standards. PricewaterhouseCoopers, S. C Héctor Rábago Saldívar Audit Partner 38 ALPEK 2013 ANNUAL REPORTAlpek, S. A. B. de C. V. and subsidiaries Consolidated Statements of Financial Position At December 31, 2013 and 2012 (In thousands of Mexican pesos) Assets Current assets: Cash and cash equivalents Restricted cash and cash equivalents Trade and other receivables, net Inventories Derivative financial instruments Prepayments Total current assets Non-current assets: Property, plant and equipment, net Goodwill and intangible assets, net Deferred taxes Other non-current assets Total non-current assets Total assets Liabilities and Stockholders’ equity Liabilities Current liabilities: Current debt Suppliers and other accounts payable Derivative financial instruments Income tax payable Provisions Other current liabilities Total current liabilities Non-current liabilities: Non-current debt Derivative financial instruments Deferred taxes Provisions Employees’ benefits Total non-current liabilities Total liabilities Stockholders’ equity: Controlling interest: Capital stock Share premium Retained earnings Other reserves Total controlling interest Non-controlling interest Total stockholders’ equity Note 2013 2012 At December 31, 6 7 8 10 16 11 12 21 13 19 17 16 18 22 19 16 21 18 20 23 23 23 23 14 Ps 4,737,088 2,840 12,834,935 11,777,714 86,492 232,720 29,671,789 24,705,889 2,906,470 216,597 627,085 28,456,041 Ps 58,127,830 Ps 753,083 9,243,781 7,315 152,951 832,632 1,315,344 Ps 6,654,561 2,992 13,368,995 11,582,045 107,297 243,991 31,959,881 26,695,410 2,243,495 504,613 292,774 29,736,292 Ps 61,696,173 Ps 500,641 9,696,234 287,510 101,807 - 1,462,261 12,305,106 12,048,453 13,756,342 25,836 4,344,268 51,682 556,932 18,735,060 31,040,166 6,051,880 9,071,074 8,292,566 602,358 24,017,878 3,069,786 27,087,664 13,939,767 208,218 4,718,445 - 1,130,128 19,996,558 32,045,011 6,051,880 9,071,074 11,006,758 50,264 26,179,976 3,471,186 29,651,162 Total liabilities and stockholders’ equity Ps 58,127,830 Ps 61,696,173 The accompanying notes are an integral part of these consolidated financial statements. José de Jesús Valdez Simancas Chief Executive Officer Eduardo Alberto Escalante Castillo Chief Financial Officer CONSOLIDATED FINANCIAL STATEMENTS 39 Alpek, S. A. B. de C. V. and subsidiaries Consolidated Statements of Income For the years ended December 31, 2013 and 2012 (In thousands of Mexican pesos) Revenue Cost of sales Gross profit Selling expenses Administrative expenses Other (expenses) income, net Operating profit before non-recurring items Non-recurring items Operating profit Financial income (including foreign exchange gain) Financial cost (including foreign exchange loss) Financial cost, net Share of losses of associates Profit before income tax Income tax Net consolidated profit Profit attributable to: Controlling interest Non-controlling interest Note 2013 2012 25 25 25 26 2 c) 27 27 29 Ps 90,061,169 (82,436,458 ) 7,624,711 Ps 96,163,456 (86,766,710 ) 9,396,746 (1,077,708 ) (1,092,131 ) (107,856 ) 5,347,016 (2,421,373 ) 2,925,643 136,803 (1,308,737 ) (1,171,934 ) (30,249 ) (1,072,461 ) (1,158,708 ) 310,836 7,476,413 - 7,476,413 424,849 (1,756,112 ) (1,331,263 ) (39,055 ) 1,723,460 (817,330 ) 906,130 Ps 6,106,095 (1,723,293 ) Ps 4,382,802 Ps Ps 261,785 644,345 906,130 Ps 3,662,549 720,253 Ps 4,382,802 Basic and diluted earnings per share (in pesos) Ps 0.12 Ps 1.83 Weighted average of outstanding shares (in thousands) 2,118,164 1,996,475 The accompanying notes are an integral part of these consolidated financial statements. José de Jesús Valdez Simancas Chief Executive Officer Eduardo Alberto Escalante Castillo Chief Financial Officer 40 ALPEK 2013 ANNUAL REPORT Alpek, S. A. B. de C. V. and subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2013 and 2012 (In thousands of Mexican pesos) Net consolidated profit Other items of comprehensive income of the year, net of taxes: Items that will not be reclassified to the statement of income: Note 2013 2012 Ps 906,130 Ps 4,382,802 Remeasurement of obligations for employee benefits 20, 29 377,934 (62,153 ) Items that may be reclassified to the statement of income: Effect of derivative financial instruments designated as cash flow hedges Effect of translation of foreign entities Total other comprehensive income (loss) for the year Total comprehensive income for the year Attributable to: Controlling interest Non-controlling interest 16, 29 23, 29 196,931 64,971 27,918 (1,406,694 ) 602,783 Ps 1,508,913 (1,403,876 ) Ps 2,978,926 Ps 813,879 695,034 Ps 2,504,925 474,001 Total comprehensive income for the year Ps 1,508,913 Ps 2,978,926 The accompanying notes are an integral part of these consolidated financial statements. José de Jesús Valdez Simancas Chief Executive Officer Eduardo Alberto Escalante Castillo Chief Financial Officer 41 CONSOLIDATED FINANCIAL STATEMENTS Alpek, S. A. B. de C. V. and subsidiaries Consolidated Statements of Changes in Stockholders’ Equity For the years ended December 31, 2013 and 2012 (In thousands of Mexican pesos) Balances at January 1, 2012 Net profit Other comprehensive income for the year Total comprehensive income for the year Others Dividends declared Increase in capital stock Movements in non-controlling interest Balances at December 31, 2012 Net profit Total other comprehensive income for the year Total comprehensive income for the year Dividends declared Effects from adoption of new accounting policies Balances at December 31, 2013 Note Capital stock Ps 4,968,187 Share premium Ps - 23 2 b) 23 1,083,693 9,071,074 6,051,880 9,071,074 Ps 6,051,880 Ps 9,071,074 Retained earnings Ps 9,139,157 3,662,549 Other reserves Ps 1,147,204 Total attributable to controlling interest Ps 15,254,548 Non-controlling interest Ps 3,544,576 Total stockholders’ equity Ps 18,799,124 3,662,549 720,253 4,382,802 (60,684 ) (1,096,940 ) (1,157,624 ) (246,252 ) (1,403,876 ) 3,601,865 16,167 (1,692,253 ) (58,178 ) 11,006,758 261,785 261,785 (2,959,455 ) (16,522 ) Ps 8,292,566 (1,096,940 ) 50,264 - 552,094 552,094 2,504,925 16,167 (1,692,253 ) 10,154,767 (58,178 ) 26,179,976 261,785 552,094 813,879 (2,959,455 ) 474,001 - (605,569 ) - 58,178 3,471,186 644,345 50,689 695,034 (1,093,233 ) 2,978,926 16,167 (2,297,822 ) 10,154,767 - 29,651,162 906,130 602,783 1,508,913 (4,052,688 ) Ps 602,358 (16,522 ) Ps 24,017,878 (3,201 ) Ps 3,069,786 (19,723 ) Ps 27,087,664 The accompanying notes are an integral part of these consolidated financial statements. José de Jesús Valdez Simancas Chief Executive Officer Eduardo Alberto Escalante Castillo Chief Financial Officer 42 ALPEK 2013 ANNUAL REPORT Alpek, S. A. B. de C. V. and subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2013 and 2012 (In thousands of Mexican pesos) Cash flows from operating activities Profit before income tax Depreciation and amortization Impairment of property, plant and equipment (Gain) loss on sale of property, plant and equipment Share of losses of associates Finance cost, net Loss (gain) on changes in the fair value of derivative financial instruments Employees’ profit sharing and provisions Ps Note 11, 12 2c) 13 Subtotal Decrease (increase) in trade receivables Increase in accounts receivable from related parties Increase in other accounts receivable (Increase) decrease in inventories Decrease in accounts payable Increase in accounts payable to related parties Income tax paid Employees’ profit sharing paid Net liability for retirement obligation Net cash flows generated from operating activities Cash from investing activities Interest received Acquisition of property, plant and equipment Acquisition of intangible assets Acquisition of investments available for sale Derivative financial instruments Dividends received Others Net cash flows used in investing activities Cash from financing activities Proceeds from debt Payments of debt Interest paid Dividends paid Increase in capital stock Payment on loans to ultimate parent company Net cash flows used in financing activities (Decrease) increase in cash and cash equivalents Foreign exchange on cash and cash equivalents Cash and cash equivalents at beginning of year 23 9 2013 1,723,460 2,024,584 2,394,025 (2,505 ) 30,249 953,330 25,119 19,152 7,167,414 678,107 (101,764 ) (181,312 ) (478,671 ) (584,257 ) 173,536 (1,093,442 ) (32,717 ) (5,063 ) 5,541,831 98,156 (1,482,807 ) (792,671 ) (69,270 ) (128,399 ) 1,745 (9,703 ) (2,382,949 ) 7,143,535 (7,083,615 ) (1,058,968 ) (4,046,253 ) - - (5,045,301 ) (1,886,419 ) (31,054 ) 6,654,561 Ps 2012 6,106,095 2,129,374 4,798 375 39,055 1,273,831 (221,202 ) 26,979 9,359,305 (108,926 ) (440,565 ) (720,176 ) 117,939 (1,236,125 ) 454,186 (1,709,084 ) (103,136 ) (130,014 ) 5,483,404 137,152 (1,508,221 ) (13,321 ) (54,055 ) (319,363 ) - (47,419 ) (1,805,227 ) 9,888,096 (13,918,319 ) (1,452,276 ) (2,297,822 ) 10,154,767 (2,654,568 ) (280,122 ) 3,398,055 (327,781 ) 3,584,287 Cash and cash equivalents at end of year Ps 4,737,088 Ps 6,654,561 The accompanying notes are an integral part of these consolidated financial statements. José de Jesús Valdez Simancas Chief Executive Officer Eduardo Alberto Escalante Castillo Chief Financial Officer 43 CONSOLIDATED FINANCIAL STATEMENTS Alpek, S. A. B. de C. V. and subsidiaries Notes to the consolidated financial statements At December 31, 2013 and 2012 (In thousands of Mexican pesos, except where otherwise indicated) Note 1 – General information Alpek, S.A.B. de C.V. “Alpek” or the “Company” operates through two major business segments: polyester chain products and plastic products. The polyester chain business segment, comprising the production of purified terephthalic acid (PTA), polyethylene terephthalate (PET) and polyester fibers, serves the food and beverage packaging, textile and industrial filament markets. The plastics and chemicals business segment, comprising the production of polypropylene (PP), expandable polystyrene (EPS), caprolactam (CPL), fertilizers and other chemicals, serves a wide range of markets, including the consumer goods, food and beverage packaging, automotive, construction, agriculture, oil industry, pharmaceutical markets and other markets. Alpek is the most important petrochemical company in Mexico and the second largest in Latin America, is the leading producer of PTA and polyester fibers in America and the second most important producer of PET. Besides, it also operates the largest EPS plant in the continent, one of the largest Polypropylene plants in North America and is the only producer of Caprolactam in Mexico. Alpek’s shares are traded on the Mexican Stock Exchange, S. A. B. de C. V., and its main holding company is Alfa, S. A. B. de C. V. Alpek is located in Avenida Gómez Morín Sur No. 1111, Col. Carrizalejo, San Pedro Garza García, Nuevo León, Mexico and operates plants located in Mexico, the United States and Argentina. The following notes to the financial statements when referring to pesos or “Ps”, it means thousands of Mexican pesos. When referring to “US$” or dollars, it means thousands of dollars from the United States. When referring to “€” it means thousands of euros. Note 2 – Significant events 2013 a) IntegRex® technology license and signature of a supply agreement with M&G During April 2013, Alpek through its subsidiary Grupo Petrotemex, S. A. de C. V. held a licensing agreement for IntegRex® PTA technology and another PTA-PET supply agreement with Grupo M&G (“M&G”). These agreements will allow M&G to use the IntegRex® PTA technology in the PTA-PET integrated plant to be constructed in Corpus Christi, Texas in the United States (the Plant). On the other hand, Alpek will pay US$350 million to M&G during the construction of the Plant and will obtain supply rights of the Plant to 400 thousand tons of PET (manufactured with 336 thousand tons of PTA) a year. In accordance with the supply agreement, Alpek would supply raw materials for the manufacturing of its PTA-PET volume. It is estimated that the M&G plant in Corpus Christi will start operations in 2016. b) Intangibles from licenses with Basell The subsidiary Indelpro held a contract in 2004, with Basell Poliolefine Italia SrL (company of the Basell Group) in relation to engineering licenses, use of patents and technical information for the production of polypropylene, to start the construction of its second production line of polypropylene; therefore Indelpro made an initial required payment of US$9.5 million on that date, to use such licenses, patents and technical information for building the production line of the products under these patents (called the second production line) which at June 30, 2013, the Company has assessed that it has an estimated remaining useful life of 21 years. This contract, which is valid for an indefinite period, provides annual royalty payments from July 2013, which would be determined based on 1.22% of the value of net sales. Until July 1, 2013 it was required to pay the royalties referred to in the preceding paragraph, based on 1.22% of net sales. The royalty payments would last until Indelpro completed a total of US$11 million as compensation, this amount was calculated as the net present value at the date the contract was signed (2004 ), using an annual discount rate of 8%, according to what was established in the contract. The contract also includes the option for Indelpro to pay in advance the maximum amount of royalties indicated above. In relation to the above, April 26, 2013, Indelpro decided to prepay the maximum amount of royalties and determined that the total was US$21 million (Ps 258,480), equivalent to the value of US$11 million updated by the rate previously mentioned, from the date of conclusion of the contract until the date of payment, as established in the contract, the amount paid to Basell Poliolefine Italy, Sr L. 44 ALPEK 2013 ANNUAL REPORTc) Closing of Cape Fear plants in North Carolina In June 2013, the Company announced the planned closure of all its operations at its Cape Fear plant, in Wilmington, North Carolina. The purpose of this closing was to improve cost competitivity and distribute production to the most efficient plants in its productive network. The closing of operations took place in September 2013. The Company had communications with authorities in North Carolina and it committed to the dismantling and demolition of assets, as well as to the environmental remediation for damages caused prior to the plant’s starting operations. In this sense, the Company estimated costs of Ps 487,248 and Ps 371,848, respectively, (approximately US$67 million) initially recognized as part of the assets associated to the plant of which Ps 77,940 were spent in 2013 and the rest will be spent during the following three years. Additionally, other direct costs attributable to the closing, mainly for indemnity concepts for dismissal and cancellation of contracts, the Company estimated costs of Ps 197,624 (US$16 million) disbursing Ps 116,910 in 2013. As a result of this, the Company recorded a provision for restructuring costs of Ps 1,056,720 (US$83 million). See Note 18. The Company also performed impairment tests of assets associated to the plant and recorded a charge for impairment related to these assets for Ps 2,223,749 (US$173 million). The total impact on the net income of the Company for this restructuring event amounted to Ps 1,501,251 (US$117 million), composed of Ps 2,421,373 (US$189 million) for restructuring costs and impairment of assets, which were recorded as non-recurring items within the operating income less Ps 920,122 (US$72 million) of deferred tax. d) Issuance of debt of Alpek 144A During August 2013, Alpek completed an issuance of debt obligations (“Senior Notes”) in international markets for a nominal amount of Ps 3,993,120 (US$300 million) maturing in 2023. The interests of the Senior Notes will be payable semi-annually at a 5.375% annual rate (effective interest rate of 5.479%) as from February 20, 2014. Alpek capitalized debt issuance costs of Ps 30,556. The proceeds from the issuance were used to pay debt in advance and for general corporate purposes. This payment led to an advance amortization of issuance expenses amounting Ps 4,104. e) Co-investment agreement On September 26, 2013, Alpek’s subsidiary Grupo Petrotemex, S.A. de C.V. (“GPT”), signed a co-investment agreement with United Petrochemical Company (“UPC”), a subsidiary of JSFC System (“System”), for the construction of an integrated plant of purified terephthalic acid (“PTA”) - polytherephthalate (“PET”) in Ufa, Baskortostan, Russia. Under the terms of the agreement, two new entities will be created: “RusPET Holding B.V.” (“JVC”) and “RusPET Limited Liability Company” (“RusCo”) and reserved matters of operations of the entities requiring approval by both shareholders. On December 6, 2013 the incorporation by-laws of JVC were signed. The JVC issued initial capital of €8,000 of which UPC has 51% (represented by Class A ordinary shares) bought with a contribution of €4,080 and GPT has 49% (represented by Class B ordinary shares) bought with a contribution of €3,920. In an analysis performed by Management, it was assessed whether Alpek has control over JVC in accordance with IFRS 10 “Consolidated Financial Statements”. The conclusion of such analysis on control indicates that at the date of acquisition and at December 31, 2013, Alpek has joint control and the investment should be treated as an investment in a joint venture, which in the opinion of Management it is not material for the group; therefore, it will be accounted for using the equity method. At December 31, 2013, the Company presents its investment in JVC recorded at cost including the paid consideration. Since JVC operations have not started, the equity method has not been recorded since the acquisition date and until December 31, 2013. 2012 a) Issuance of debt of Alpek 144A During November 2012, Alpek completed an issuance of debt obligations (“Senior Notes”) in international markets for a nominal amount of Ps 8,477,180 (US$650 million) maturing in 2022. The interests of Senior Notes will be payable semi-annually at a 4.5% annual rate as from May 20, 2013. 45 CONSOLIDATED FINANCIAL STATEMENTS b) Public offer of capital of Alpek During the months of April and May 2012, Alpek, S. A. de C. V. carried out an initial public offer (IPO) of shares in Mexico and a private offer of shares in international markets (together “Global Offering”) as follows: • On April 26, 2012, Alpek, S. A. de C. V. issued 330,259,322 shares at a placement price of 27.50 pesos. The offer included an overallotment option of up to 49,038,898 shares. The amount initial offering was of Ps 9,082 million. • On May 8, 2012, the underwriters, both in Mexico, and abroad, exercised the agreed overallotment options. The amount of overallotments was Ps 1,349 million, corresponding to 49,038,898 shares at a placement price of 27.50 pesos each. As a result, the total funds Alpek obtained from the Global Offering amounted to Ps 10,155 million, net of issuance costs of Ps 276 million. Subsequent to the Global Offering, the capital subscribed and paid of Alpek, is represented by a total of 2,118,163,635 Class I, Series A shares. c) Incorporation of a new entity In 2012, Alpek signed an agreement to invest approximately US$130 million, during the next two years, in a vapor and electrical energy cogerenation project through its subsidiary Petrotemex. This cogeneration plant will generate about 95 megawatts of electricity and all the steam necessary to meet the requirements of the PTA and PET plants located in Cosoleacaque. The cogeneration plant will also supply energy to other ALFA entities outside Cosoleacaque. To implement this project, on January 31, 2012, Petrotemex and its subsidiary Dak Resinas Américas México, S. A. de C. V. (both subsidiaries of Alpek), constituted a new company called Cogeneración de Energía Limpia de Cosoleacaque, S. A. de C. V. (“Cogeneradora”). The project will increase the competitiveness of the plant, assuring the preoperating supply of cheap energy with low emissions. As of December 31, 2013, Cogeneradora is at the stage of construction and it is estimated that during 2014 an amount of Ps 262,000 (US $ 20 million) will be incurred for its conclution. Note 3 - Summary of significant accounting policies The accompanying consolidated financial statements and notes were authorized for issuance on January 29, 2014, by officials with the legal power to sign the basic financial statements and accompanying notes. The following are the most significant accounting policies followed by the Company and its subsidiaries, which have been consistently applied in the preparation of their financial information in the years presented, unless otherwise specified: a) Basis for preparation The consolidated financial statements of Alpek, S. A. B. de C. V. and subsidiaries have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The IFRS include all International Accounting Standards (“IAS”) in force and all related interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), including those previously issued by the Standing Interpretations Committee (SIC). In accordance with the amendments to the Rules for Mexican Public Companies and Other Securities Market Participants, issued by the National Banking and Securities Commission (CNBV in Spanish), the Company is required to prepare its financial statements as from 2012 using IFRS as its accounting policy framework. The consolidated financial statements have been prepared on a historical cost basis, except for the cash flow hedges which are measured at fair value and for the financial assets and liabilities at fair value through profit or loss with changes reflected in income and for financial assets available for sale. The preparation of the consolidated financial statements according to IFRS requires the use of certain critical accounting estimates. Additionally, it requires Management to exercise judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where judgments and estimates are significant to the consolidated financial statements, are disclosed in Note 5. 46 ALPEK 2013 ANNUAL REPORTb) Consolidation i. Subsidiaries The subsidiaries are all the entities over which the Company has the power to govern the financial and operating policies of the entity. The Company controls an entity when it is exposed, or has the right to variable returns from its interest in the entity and it is capable of affecting the returns through its power over the entity. Where the Company’s interest in subsidiaries is less than 100%, the share attributed to outside shareholders is presented as non-controlling interest. Subsidiaries are consolidated in full from the date on which control is transferred to the Company and up to the date it loses that control. The Company applies the acquisition method in accounting for business combinations. The Company defines a business combination as a transaction in which obtains control over the business, which is defined as a set of activities and assets which are led and managed in order to obtain benefits in the form of dividends, less costs or other economic benefits directly to investors. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable acquired assets and liabilities and contingent liabilities assumed in a business combination are initially measured at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquiree based on the share of the non-controlling interest in the net identifiable assets of the acquired entity. The Company accounts for business combinations using the predecessor method in a jointly controlled entity. The predecessor method involves the incorporation of the carrying amounts of the acquired entity, which includes the goodwill recognized at the consolidated level with respect to the acquiree. Any difference between the consideration transferred and the carrying amount of the net assets acquired at the level of the subsidiary is recognized in stockholders’ equity. The acquisition-related costs are recognized as expenses when they are incurred. Goodwill is initially measured as excess of the sum of the consideration transferred and the fair value of the non-controlling interest over the net identifiable assets acquired. If the consideration transferred is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the consolidated statement of income. Transactions and intercompany balances and unrealized gains (losses) on transactions between Alpek companies are eliminated in preparing the consolidated financial statements. In order to ensure consistency with the policies adopted by the Company, the accounting policies of subsidiaries have been changed where it was deemed necessary. 47 CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2013 and 2012, the principal subsidiaries of Alpek were: Country (1) Percentage of Ownership Functional currency Alpek, S. A. B. de C. V. (Holding company) Grupo Petrotemex, S. A. de C. V. (Holding) DAK Americas, L.L.C. DAK Resinas Americas México, S. A. de C. V. DAK Americas Exterior, S. L. (Holding company) DAK Americas Argentina, S. A. Tereftalatos Mexicanos, S. A. de C. V. Akra Polyester, S. A. de C. V. (2) Indelpro, S. A. de C. V. Polioles, S. A. de C. V. Unimor, S. A. de C. V. Univex, S. A. (1) Companies incorporated in Mexico, except those indicated. USA Spain Argentina 100 100 100 100 100 91 93 51 50 100 100 Mexican peso US dollar US dollar US dollar Euro Argentine peso US dollar US dollar US dollar US dollar Mexican peso Mexican peso (2) At September 1, 2012, Productora de Tereftalatos de Altamira, S. A. de C. V. (“Petal”), merged into Akra Polyester, S. A de C. V. Prior to the merger, Grupo Petrotemex (“Petrotemex”) owned 100% of the shares of Akra and 91% of the shares of Petal and BP Amoco Chemical Company (“BP Amoco”) the remaining 9%. After the merger, Petrotemex owns 93.35% of the shares of Akra and BP Amoco the remaining 6.65%. ii. Absorption (dilution) of control in subsidiaries The effect of absorption (dilution) of control in subsidiaries, i.e., an increase or decrease in the percentage of control, is recorded in stockholders’ equity, directly in retained earnings, in the period in which the transactions that cause such effects occur. The effect of absorption (dilution) of control is determined by comparing the book value of the investment according to percentage of ownership before the event of dilution or absorption against the book value with the new percentage of ownership after the relevant event. In the case of loss of control, the dilution effect is recognized in income. iii. Sale or disposal of subsidiaries When the Company ceases to have control any retained interest in the entity is remeasured at fair value, and the change against the carrying amount is recognized in the income statement. The fair value is the initial carrying value for the purposes of accounting for any subsequent retained interest in the associate, joint venture or financial asset. Any amount previously recognized in comprehensive income in respect of that entity is accounted for as if the Company had directly disposed of the related assets and liabilities. This implies that the amounts recognized in the comprehensive income are reclassified to income for the year. iv. Associates Associates are all entities over which the Company has significant influence but not control. Generally an investor must hold between 20% and 50% of the voting rights in an investee for it to be an associate. Investments in associates are accounted for using the equity method and are initially recognized at cost. The Company’s investment in associates includes goodwill identified at acquisition, net of any accumulated impairment loss. The Company has an investment of which it owns 50% and it is consolidated. See critical judgment in Note 5.2. If the equity in an associate is reduced but significant influence is maintained, only a portion of the amounts recognized in the comprehensive income are reclassified to income for the year, where appropriate. The Company’s share of profits or losses of associates, post-acquisition, is recognized in the income statement and its share in the other comprehensive income of associates is recognized as other comprehensive income. The cumulative movements after acquisition are adjusted against the carrying amount of the investment. When the Company’s share of losses in an associate equals or exceeds its equity in the associate, including unsecured receivables, the Company does not recognize further losses unless it has incurred obligations or made payments on behalf of the associate. 48 ALPEK 2013 ANNUAL REPORTThe Company assesses at each reporting date whether there is objective evidence that the investment in the associate is impaired. If so, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying amount and recognizes it in “share of profit/loss of associates” in the income statement. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company´s equity in such gains. Unrealized losses are also eliminated unless the transaction provides evidence that the asset transferred is impaired. In order to ensure consistency with the policies adopted by the Company, the accounting policies of associates have been modified. When the Company ceases to have significant influence over an associate, any difference between the fair value of any retained interest plus any proceeds from disposing apart interest in the associate less the carrying amount of the investment at the date the equity method was discontinued is recognized in the income statement. v. Joint arrangements Joint arrangements are those where there is joint control since the decisions over relevant activities require the unanimous consent of each one of the parties sharing control. Investments in joint arrangements are classified in accordance with the contractual rights and obligations of each investor such as: joint operations or joint ventures. When the Company holds the right over assets and obligations for the liabilities related to a joint arrangement is classified as a joint operation. When the company holds rights over net assets of the joint arrangement, is classified as a joint venture. The Company has assessed the nature of its joint arrangements and classified them as joint ventures and are accounted for by using the equity method. c) Foreign currency translation i. Functional and presentation currency The amounts included in the financial statements of each of the Company’s subsidiaries and associates should be measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Mexican pesos, which is the Company’s presentation currency. ii. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at closing date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized as foreign exchange gains and losses in the income statement, except when those transactions arise from cash flow hedges, are recognized in other comprehensive income. Foreign exchange gains and losses resulting from changes in the fair value of monetary financial assets and liabilities denominated in a foreign currency are recognized in the consolidated income statement, except when those transactions arise from hedges of a net investment or cash flow hedges, are presented in other comprehensive income. Translation differences on monetary financial assets and liabilities classified as fair value through profit or loss are recognized in the consolidated income statement as part of the fair value gain or loss. Translation differences on non-monetary financial assets classified as available for sale are included in other comprehensive income. iii. Consolidation of foreign subsidiaries Translation of subsidiaries with a functional currency different from their recording currency. The financial statements of foreign subsidiaries, having a recording currency different from their functional currency were translated into the functional currency in accordance with the following procedure: a. The balances of monetary assets and liabilities denominated in the recording currency were translated at the closing exchange rates. 49 CONSOLIDATED FINANCIAL STATEMENTS b. The balances and movements of nonmonetary assets, liabilities and share holders’ equity were translated at the historical exchange rates. In the case of the movements of non-monetary items recognized at fair value, which occurred during the period, stated in the recording currency, these were translated using the historical exchange rates in effect on the date when the fair value was determined. c. The revenue, costs and expenses of the periods, expressed in the recording currency, were translated at the exchange rate of the date they were accrued and recognized in the income statement, except when they arose from nonmonetary items, in which case the historical exchange rate of the non-monetary items was used. d. The differences in exchange arising in the translation from the recording currency to the functional currency were recognized as income or expense in the income statement of the period they arose in. Translation of subsidiaries with a functional currency different from their presentation currency. The results and financial position of all Company entities (none of which is in a hyperinflationary environment) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: a. Assets and liabilities at December 31, 2013 and 2012 were translated at the closing exchange rates of 13.08 mexican pesos/dollar and 13.01 mexican pesos/dollar, respectively. b. The stockholders’ equity of each balance sheet presented is translated at historical rates. c. Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), which amounted 12.82 mexican pesos/dollar and 13.01 mexican pesos/ dollar for the years ended December 31, 2013 and 2012, respectively. d. All resulting exchange differences are recognized in other comprehensive income. The goodwill and adjustments to fair value arising at the date of acquisition of a foreign operation so as to measure them at fair value are recognized as assets and liabilities of the foreign entity and translated at the exchange rate at the closing date. Exchange differences arising are recognized in other comprehensive income. d) Cash and cash equivalents Cash and cash equivalents include cash on hand, bank deposits available for operations and other short-term investments of high liquidity with original maturities of three months or less, all of which are subject to insignificant risk of changes in value. Bank overdrafts are presented as other current liabilities. e) Restricted cash and cash equivalents Cash and cash equivalents whose restrictions cause them not to comply with the definition of cash and cash equivalents given above, are presented in a separate line in the statement of financial position and are excluded from cash and cash equivalents in the statement cash flows. f) Financial instruments Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and accounts receivable, investments held to maturity and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets upon initial recognition. Purchases and sales of financial assets are recognized on the settlement date. Financial assets are written off in full when the right to receive the related cash flows expires or is transferred and the Company has also transferred substantially all risks and rewards of ownership, as well as control of the financial asset. 50 ALPEK 2013 ANNUAL REPORTi. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. These assets correspond to derivative financial instruments, which are classified as held for trading, unless they are designated as hedges. Financial assets at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the income statement. Gains or losses from changes in fair value of these assets are presented in the income statement as incurred. ii. Accounts receivable The accounts receivable are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Accounts receivable are initially calculated at fair value plus directly attributable transaction costs and subsequently at amortized cost. When circumstances occur that indicate that the amounts receivable will not be collected at the amounts originally agreed or will be collected in a different period, the accounts receivable are impaired. iii. Investments held to maturity If the Company intends and has the demonstrable ability to hold debt securities to maturity, they are classified as held to maturity. Assets in this category are classified as current assets if expected to be settled within the next 12 months, otherwise they are classified as non-current. Initially they are recognized at fair value plus any directly attributable transaction costs, and subsequently they are valued at amortized cost using the effective interest method. Investments held to maturity are recognized or derecognized on the day they are transferred to or by the Company. At December 31, 2013 the Company had no such investments. iv. Financial assets available for sale Financial assets available for sale are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless their maturity is less than 12 months or Management intends to dispose of the investment within the next 12 months after the balance sheet date. Financial assets available for sale are initially recognized at fair value plus directly attributable transaction costs. Subsequently, these assets are carried at fair value (unless they cannot be measured by their value in an active market and the value is not reliable, in which case they will be recognized at cost less impairment). Gains or losses arising from changes in fair value of monetary and non-monetary instruments are recognized directly in the consolidated statement of comprehensive income in the period in which they occur. When instruments classified as available for sale are sold or impaired, the accumulated fair value adjustments recognized in equity are included in the income statement. Financial liabilities Financial liabilities that are not derivatives are initially recognized at fair value and are subsequently valued at amortized cost using the effective interest method. Liabilities in this category are classified as current liabilities if expected to be settled within the next 12 months, otherwise they are classified as non-current. Suppliers are obligations to pay for goods or services that have been acquired or received in the ordinary course of business. Loans are initially recognized at fair value, net of transaction costs incurred. Debt is subsequently carried at amortized cost; any difference between the funds received (net of transaction costs) and the settlement value is recognized in the income statement over the term of the loan using the effective interest method. 51 CONSOLIDATED FINANCIAL STATEMENTS Offsetting financial assets and liabilities Assets and liabilities are offset and the net amount is presented in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or to realize the asset and settle the liability simultaneously. Impairment of financial instruments a. Financial assets measured at amortized cost The Company assesses at the end of each year whether there is objective evidence of impairment of each financial asset or group of financial assets. An impairment loss is recognized if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and provided that the loss event (or events) has an impact on the estimated future cash flows arising from the financial asset or group of financial assets that can be reliably estimated. Aspects evaluated by the Company to determine whether there is objective evidence of impairment are: Significant financial difficulty of the issuer or debtor. Breach of contract, such as default in payments of interest or principal. – – – Granting a concession to the issuer or debtor, by the Company, as a result of financial difficulties of the issuer or debtor and that would not otherwise be considered. There is likelihood that the issuer or debtor will enter bankruptcy or other financial reorganization. – – Disappearance of an active market for that financial asset due to financial difficulties. – Verifiable information indicates that there is a measurable decrease in the estimated future cash flows related to a group of financial assets after initial recognition, although the decrease cannot yet be identified with the individual financial assets of the Company, including: (i) Adverse changes in the payment status of borrowers in the group of assets (ii) National or local conditions that correlate with default on the asset in the group Based on the items listed above, the Company assesses whether there is objective evidence of impairment. Subsequently, for the category accounts receivable, when impairment exists, the amount of loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the original effective interest rate. The carrying amount of the asset is reduced by that amount, which is recognized in the income statement under administrative expenses. If a held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. Alternatively, the Company could determine the impairment of the asset given its fair value determined on the basis of a current observable market price. If in the subsequent years, the impairment loss decreases and the decrease can be related objectively to an event occurring after the date on which such impairment was recognized (such as an improvement in the debtor’s credit rating), the reversal of the loss impairment is recognized in the income statement Impairment amounts of accounts receivable are mentioned in Note 8. b. Financial assets available for sale In the case of debt financial instruments, the Company also uses the above-listed criteria to identify whether there is objective evidence of impairment. In the case of equity financial instruments, a significant or prolonged reduction in its fair value below its cost is also considered objective evidence of impairment. Subsequently, in the case of financial assets available for sale, an impairment loss determined by computing the difference between the acquisition cost and the current fair value of the asset, less any impairment loss previously recognized, is reclassified from the other comprehensive income to the income statement. Impairment losses recognized in the income statement related to equity financial instruments are not reversed through the consolidated income statement. Impairment losses recognized in the income statement related to financial debt instruments could be reversed in subsequent years, if the fair value of the asset is increased as a result of a subsequent event. 52 ALPEK 2013 ANNUAL REPORTg) Derivative financial instruments and hedging activities All derivative financial instruments are classified as fair value hedging hedges or cash flow hedges, for trading or the hedging of market risks and are recognized in the balance sheet as assets and/or liabilities at fair value and similarly measured subsequently at fair value. The fair value is determined based on recognized market prices and its fair value is determined using valuation techniques accepted in the financial sector. The hedging derivatives are classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months. Derivative financial instruments classified as hedges are contracted for risk hedging purposes and meet all hedging requirements; their designation at the beginning of the hedging operation is documented, describing the objective, primary position, risks to be hedged and the effectiveness of the hedging relationship, characteristics, accounting recognition and how the effectiveness is to be measured. Fair value hedges Changes in the fair value of derivative financial instruments are recorded in the income statement. The change in fair value of the hedging instruments and the gain or loss on the hedged item attributable to the hedged risk are recorded in the income statement. At December 31, 2013 and 2012, the Company has no derivative financial instruments classified as fair value hedges. Cash flow hedges The changes in the fair value of derivative instruments associated to cash flow hedges are recorded in stockholders’ equity. The effective portion is temporarily recorded in comprehensive income, within stockholders’ equity and is reclassified to the income statement when the hedged item affects this. The ineffective portion is immediately recorded in income. Net investment hedge Net investment hedge in a foreign business is recorded similarly to cash flow hedges. Any gain or loss of the hedged instrument related to the effective portion of the hedge is recorded in comprehensive income. The gain or loss of the ineffective portion is recorded in the statement of income. Accumulated gains and losses in equity are transferred to the statement of income on the disposal or partial disposal of the foreign operation. At December 31, 2013 and 2012, the Company has no derivative financial instruments classified as net investment hedges. Discontinuation of hedge accounting The Company discontinues the hedges accounting when the derivative has expired, has been sold, is cancelled or exercised, or when the hedge does not meet the criteria for hedge accounting, or when the Company decides to cancel the hedge designation. On discontinuing hedge accounting, in the case of fair value hedges, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is used, is amortized to income over the period to maturity. In the case of cash flow hedges, the amounts accumulated in equity as a part of comprehensive income remain in equity until the time when the effects of the forecasted transaction affect income. In the event the forecasted transaction is not likely to occur, the income or loss accumulated in comprehensive income are immediately recognized in the income statement. When the hedge of a forecasted transaction appears satisfactory and subsequently does not meet the effectiveness test, the cumulative effects in comprehensive income in stockholders’ equity are transferred proportionally to the income statement to the extent, the forecasted transaction impacts it. The fair value of derivative financial instruments presented in the financial statements of the Company, is a mathematical approximation of their fair value. It is computed using proprietary models of independent third parties using assumptions based on past and present market conditions and future expectations at the respective balance sheet date. 53 CONSOLIDATED FINANCIAL STATEMENTS h) Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the average cost method. The cost of finished goods and work in process includes cost of product design, raw materials, direct labor, other direct costs and production overheads (based on normal operating capacity). It excludes loan costs. The net realizable value is the estimated selling price in the normal course of business, less the applicable variable selling expenses. Costs of inventories include any gain or loss transferred from equity corresponding to raw material purchases that qualify as cash flow hedges. i) Property, plant and equipment Items of property, plant and equipment are recorded at cost less the accumulated depreciation and any accrued impairment losses. The costs include expenses directly attributable to the asset acquisition. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flows to the Company and the cost of the item can be reliably measured. The carrying amount of the replaced part is derecognized. Repairs and maintenance are recognized in the income statement during the year they are incurred. Major improvements are depreciated over the remaining useful life of the related asset. Depreciation is calculated using the straight-line method, considering separately each of the asset’s components, except for land, which is not subject to depreciation. The average useful lives of assets families are as follows: Buildings and constructions Machinery and equipment Transportation equipment Furniture and laboratory equipment and information technology 40 to 50 years 10 to 40 years 15 years 2 to 13 years The spare parts to be used after one year and attributable to specific machinery are classified as property, plant and equipment in other fixed assets. Borrowing costs directly attributable to the acquisition related to property, plant and equipment whose acquisition or construction requires a substantial period (nine months or more), are capitalized as part of the cost of acquiring such qualifying assets, up to the moment when they are suitable for their intended use or sale. Assets classified as property, plant and equipment are subject to impairment tests when events or circumstances occur indicating that the carrying amount of the assets may not be recoverable. An impairment loss is recognized in the income statement in other expenses, net, for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and its value in use. The residual value and useful lives of assets are reviewed at least at the end of each reporting period and, if expectations differ from previous estimates, the changes are accounted for as a change in accounting estimate. In the event that the value in books is greater than the estimated recovery value, a decrease in value is recorded in the value in books of an asset and it is immediately recognized at its recovery value. Gains and losses on disposal of assets are determined by comparing the sale value with the carrying amount and are recognized in other expenses, net, in the income statement. 54 ALPEK 2013 ANNUAL REPORTj) Intangible assets Goodwill represents the excess of the acquisition cost of a subsidiary over the Company’s interest in the fair value of the identifiable net assets acquired, determined at the date of acquisition. Goodwill is shown in the statement of financial position as goodwill and intangible assets, net and is recognized at cost less accumulated impairment losses, which are not reversed. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Intangible assets are recognized when they meet the following features: they are identifiable, provide future economic benefits and the Company has control over such benefits. Intangible assets are classified as follows: i. Indefinite useful life. - These intangible assets are not amortized and are subject to annual impairment assessment. To date, no factors have been identified limiting the useful life of these intangible assets. ii. Finite useful life. -– These assets are recognized at cost less accumulated amortization and impairment losses recognized. They are amortized on a straight line basis over their estimated useful life, determined based on the expectation of generating future economic benefits, and are subject to impairment tests when triggering events of impairment are identified. The estimated useful lives of intangible assets with finite useful lives are summarized as follows: Costs of development Trademarks No competition agreements Customer relations Software and licenses Intellectual property rights 15.5 years 10 years 10 years 6 to 7 years 3 to 7 years 20 to 25 years Research costs are recognized in income as incurred. Expenditures on development activities are recognized as intangible assets when such costs can be reliably measured, the product or process is technically and commercially feasible, potential future economic benefits are obtained and the Company intends also has sufficient resources to complete the development and to use or sell the asset. Their amortization is recognized in income by the straight-line method over the estimated useful life of the asset. Development expenditures that do not qualify for capitalization are recognized in income as incurred. k) Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not depreciable or amortizable and are subject to annual impairment tests. Assets that are subject to amortization are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels at which separately identifiable cash flows exist (cash generating units). Non-financial assets other than goodwill that have suffered impairment are reviewed for possible reversal of the impairment at each reporting date. l) Income tax The deferred income taxes are determined in each subsidiary by the asset and liability method, applying the tax rate enacted or substantially enacted at the statement of financial position date. The tax rates are applied to the total of the temporary differences resulting from comparing the accounting and tax bases of assets and liabilities in accordance with the years in which the deferred asset tax is realized or the deferred liability tax is expected to be settled, considering, when applicable, any tax loss carry forwards expected to be that are considered to be recoverable. The effect of a change in tax rates is recognized in the income of the period in which the rate change is enacted. 55 CONSOLIDATED FINANCIAL STATEMENTS Management periodically evaluates the positions taken in tax returns with respect to the situations in which the applicable law is subject to interpretation. Provisions are recognized when appropriate, based on the amounts expected to be paid to tax authorities. Deferred tax assets are recognized only when it is probable that future taxable profits will exist against which the deductions for temporary differences can be taken. The deferred income tax on temporary differences arising from investments in subsidiaries and associates is recognized, unless the period of reversal of temporary differences is controlled by ALFA and it is probable that the temporary differences will not reverse in the near future. Deferred tax assets and liabilities are offset when legal enforceable rights exist, and when the taxes are levied by the same tax authority, on either: the same taxable entity; or different taxable entities which intent either to settle current tax liabilities and assets on a net basis. m) Employee benefits i. Pension plans Defined contribution plans: A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to their service in the current and past periods. The contributions are recognized as employee benefit expense when they are due. Defined benefit plans: A defined benefit plan is a plan under which the Company has a legal or constructive obligation for paying a pension when the employee reach the retirement age, considering factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect of defined benefit plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using discount rates that are denominated in the currency in which the benefits will be paid, and have maturities that approximate the terms of the pension liability. Remeasurments of obligations for employee benefits are recognized directly in stockholders’ equity in other items of the comprehensive income in the year they occur. The Company determines the net finance expense (income) by applying the discount rate to the liabilities (assets) from net defined benefits. Past-service costs are recognized immediately in the income statement. ii. Other post-retirement benefits The Company provides medical benefits to retired employees after termination of employment. The right to access these benefits usually depends on the employee´s having worked until retirement age and completing a minimum of years of service. The expected costs of these benefits are accrued over the period of employment using the same criteria as those described for defined benefit pension plans. 56 ALPEK 2013 ANNUAL REPORTiii. Termination benefits Termination benefits are payable when employment is terminated by the Company before the normal retirement date or when an employee accepts voluntary termination of employment in exchange for these benefits. The Company recognizes termination benefits in the first of the following dates: (a) when the Company can no longer withdraw the offer of these benefits, and (b) when the Company recognizes the costs from restructuring within the scope of the IAS 37 and it involves the payment of termination benefits. If there is an offer that promotes the termination of the employment relationship voluntarily by employees, termination benefits are valued based on the number of employees expected to accept the offer. Any benefits to be paid more than 12 months after the balance sheet date are discounted to their present value. iv. Short-term benefits The Company provides benefits to employees in the short term, which may include wages, salaries, annual compensation and bonuses payable within 12 months. The Company recognizes an undiscounted provision when it is contractually obligated or when past practice has created an obligation. v. Employees´ profit sharing and bonuses The Company recognizes a liability and an expense for bonuses and employees’ profit sharing when it has a legal or constructive obligation to pay these benefits and determines the amount to be recognized based on the profit for the year after certain adjustments. n) Provisions Provisions represent a present legal obligation or a constructive obligation as a result of past events where an outflow of resources to meet the obligation is likely and where the amount can be reliably estimated. Provisions are not recognized for future operating losses. o) Sharebased payments The Company’s compensation plans are based on the market value of shares of the holding in favor of certain senior executives of ALFA and its subsidiaries. The conditions for granting such compensation to the eligible executives include among other things, compliance with certain metrics such as the level of profit achieved, permanence in the Company, etc. The Board of Directors has appointed a technical committee to manage the plan, and it reviews the estimated cash settlement of this compensation at the end of the year. Adjustments to this estimate are charged or credited to the income statement. The fair value of the amount payable to employees in respect of share-based payments which are settled in cash is recognized as an expense, with a corresponding increase in liabilities, over the period of service required. The liability is included under other liabilities and is adjusted at each reporting date and the settlement date. Any change in the fair value of the liability is recognized as compensation expense in the income statement. p) Treasury shares The Shareholders’ Meeting periodically authorizes a maximum amount for the acquisition of the Company’s own shares. Upon the occurrence of a repurchase of its own shares, they become treasury shares and the amount is charged to stockholders’ equity at purchase price: a portion to capital stock at its modified historical value, and the balance to retained earnings. These amounts are stated at their historical value. q) Capital stock The Company’s ordinary shares are classified as capital. Incremental costs directly attributable to the issuance of new shares are included in equity as a deduction from the consideration received, net of tax. r) Comprehensive income Comprehensive income is composed of net income plus other items of comprehensive income, net of taxes, which comprise the effects of the translation of foreign subsidiaries, the effects of derivative financial instruments for cash flow hedging, remesurments of obligations for employee benefits, the effects of changes in the fair value of financial instruments available for sale, the equity in other items of comprehensive income of associates, and other items specifically required to be reflected in stockholders’ equity and which do not constitute capital contributions, reductions or distributions. 57 CONSOLIDATED FINANCIAL STATEMENTS s) Segment reporting Segment information is presented consistently with the internal reporting provided to the Chief Executive Officer who is the highest authority in operational decision-making, resource allocation and assessment of operating segment performance. t) Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the normal course of operations. Revenue is shown net of value added tax, customer returns, rebates and similar discounts and after eliminating intercompany revenue. Revenues are recognized when the following conditions are fulfilled: – – – – – The risks and rewards of ownership have been transferred The amount of revenue can be reliably measured It is likely that future economic benefits will flow to the Company The company retains no involvement associated with ownership nor effective control of the sold goods The costs incurred or to be incurred in respect of the transaction can be measured reasonably. The revenue recognition criteria depend on the contractual conditions with the Company’s clients. In some cases, depending on the agreements with each client, the risks and benefits associated to the property are transferred when the goods are taken by the clients in the Company’s plant. In other cases, the risks and benefits associated to the property are transferred when the goods are delivered in the plant of the clients. Dividend income from investments is recognized once the rights of shareholders to receive this payment have been established (when it is probable that the economic benefits will flow to the entity and the revenue can be reliably valued). Interest income is recognized when it is likely that the economic benefits will flow to the entity and the amount of revenue can be reliably valued by applying the effective interest rate. Revenues from royalties are recognized using an accrued basis, in accordance with the essence of the agreement on which they are based. Impairment provisions for client impairment are recognized based on studies carried out by the company’s Management, considering the type of client, the type of transaction and the specifications of each agreement. u) Earnings per share Earnings (losses) per share are calculated by dividing the profit (loss) attributable to the shareholders of the parent by the weighted average number of common shares outstanding during the year. There are no dilutive effects from financial instruments potentially convertible into shares. v) Non-recurring items Non-recurring items require judgment from Management to be disclosed, due to their size or incidence. These items are disclosed in the consolidated statement of income and in Note 2.c. Operations that gave rise to non-recurring items are the restructuring activities and impairments. 58 ALPEK 2013 ANNUAL REPORTw) Changes in accounting policies and disclosures The accounting policies adopted are consistent with those of the previous financial year except for the adoption of new standards effective at January 1, 2013. The nature and impact of each new standard or modification are described as follows: • • • • • • IAS 1 (amended) - “Presentation of Financial Statements” The amendment requires entities to separate the items presented in other comprehensive income in two groups based on whether they can be recycled to the income statement in the future or not. Items that cannot be recycled are presented separately from the items that may be recycled in the future. Entities that decide to present items of other comprehensive income before taxes should show the taxes related to the two groups separately. For the Company, this amendment became effective on January 1, 2013. The amendment affected the presentation only and had no effect on the Company’s financial position or performance. IAS 19 (Revised) - “Employee benefits” There are a number of amendments that have been applied retrospectively; these eliminate the option to defer the recognition of actuarial gains and losses in the defined benefit post-employment plans, known as the “corridor method”. The Company has not previously applied this option and has recognized the gains and losses in other comprehensive income. Therefore, this change in the standard has no impact on the Company’s consolidated financial statements. The expected returns on plan assets are no longer recognized in the statement of income for the year, instead, there is a requirement to recognize net interest on the net defined benefit liability (asset) in the statement of income, calculated using the discount rate used to measure the defined benefit obligation. This change had no significant impact on the consolidated financial statements of the Company. Past-service costs are recognized in the statement of income in the period of a plan amendment, instead of deferring the portion related to the unvested benefits. Previously the Company recognized past-service costs immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period (vesting period), Management determined that the effect of the net income of the Company for 2012 is not significant. As a result of the adoption of the amendment to IAS 19, at January 1, 2013, the Company adjusted against retained earnings, an accumulated balance for unamortized past-service costs amounting to (Ps 27,160) and recognizes a net charge of income tax on consolidated retained earnings of (Ps 19,723). The IAS 19 (Revised) was adopted prospectively and prior periods were not restated since Management determined that the effect is not significant for the Company’s financial position. IFRS 10, ‘Consolidated financial statements’ –IFRS 10 was issued in May 2011 and replaces all the guidance on control and consolidation in IAS 27, “Consolidated and separate financial statements’, and SIC 12, “Consolidation - Special purpose entities’. Under IFRS 10, subsidiaries are all entities (including the structured entities) over which the Company has control. The Company controls an entity when it has power over an entity, is exposed to, or has rights to variable returns from its interest in the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date when the control is transferred to the Company. They are deconsolidated from the date control ceases. The Company has applied IFRS 10 retrospectively in conformity with transition provisions described in this standard. The aforementioned had no impact on the consolidation of investments held by the Company. IFRS 11 “Joint arrangements” The standard focuses on the rights and obligations of the parties to determine whether there is a joint arrangement, over other factors such as the legal form. There are two types of joint arrangements: Joint operations and joint ventures. Joint operations occur when investors have rights to the assets and obligations for liabilities of an arrangement, a joint operator accounts for his portion of assets, liabilities, revenues and expenses. A joint venture occurs when investors have rights over the net assets of the arrangement; joint ventures are accounted using the equity method. Proportional consolidation is not allowed under this standard. This change had no effect on the consolidated financial statements of the Company. IFRS 12, “Disclosure of Interests in Other Entities” requires an entity to disclose information that enables users of financial information to evaluate the nature and risks associated with its interests in other entities, including joint arrangements, associates, special purpose entities and other off balance sheet entities; in addition to the effects of these interests in its financial position and performance, and its cash flows. The Company made the required disclosures in the consolidated financial statements at December 31, 2013. IFRS 13, “Fair Value Measurements”. The objective of IFRS 13 is to provide a precise definition of fair value and be a single source for the measurement and disclosure requirements for fair value when it is required or permitted by other IFRS, except for transactions within the scope of IFRS 2 “Share-based payments”, IAS 17 “Leases”, measurements that have similarities to fair value but not considered as such, and the net realizable value under the scope of the IAS 2 “Inventories” or the value in use in IAS 36 “Impairment of long-lived assets”. The application of IFRS 13 has not significantly impacted the fair value measurements made by the Company. 59 CONSOLIDATED FINANCIAL STATEMENTS • 2011 annual improvements include an improvement to IAS 16 “Property, plant and equipment” clarifying that main spare parts and maintenance equipment that comply with the definition of Property, plant and equipment, are not part of the inventory, and the improvement to IAS 32 “Financial instruments presentation” clarifies that income taxes derived from distributions to shareholders are accounted for in accordance with IAS 12 “Taxes on gains”. These improvements had no effect on the Company. x) New accounting pronouncements not early adopted by the Company Following are the new pronouncements and amendments issued and effective for years subsequent to 2013 that have not been early adopted by the Company. • IFRS 9, “Financial Instruments” IFRS 9 was issued in November 2009 and included requirements for classification and measurement of financial assets. IFRS 9 maintains and simplifies the two types of measurement models and establishes two main categories of financial assets: at amortized cost and fair value. The classification basis depends on the business model of the Company and the characteristics of contractual cash flows of financial assets. Requirements for financial liabilities were included as part of the IFRS 9 in October 2010. Most of the requirements for financial liabilities were taken from the IAS 39 without any changes. However, some amendments were realized on the fair value option for financial liabilities to include the credit risk. On December 2011, the IASB made amendments to IFRS 9 to require their application for annual periods starting in or subsequent to January 1, 2015; however, in November 2013, amendments were issued that eliminate the effective application date of January 1, 2015. The new effective application date will be determined once the classification and measurement phases and impairment of IFRS 9 are finished. • IAS 19 - Employee benefits In November 2013, the IASB amended the IAS 19 in regards to Definite Benefit Plans, Employee Contributions. The objective of this modification is to provide additional guidance on the accounting of employee contributions or third parties to defined benefit plans. For the Company, this amendment is obligatory as from January 1, 2015. • IAS 32, “Financial instruments: presentation” In December 2011, the IASB amended IAS 32. These amendments are in the application guide and clarify some of the requirements for offsetting financial assets and financial liabilities in the statement of financial position. For the Company, this amendment is obligatory as from January 01, 2014. • IAS 36, “Impairment of Assets” In May 2013, the IASB modified IAS 36. This amendment indicates the disclosure of information over the recoverable value of impaired assets if the amount is calculated based on the fair value method less the cost of sale. For the Company, this amendment is obligatory as from Wednesday, January 01, 2014. • IAS 39, “Financial Instruments”: Recognition and Measurement” In June 2013, the IASB modified IAS 39 to clarify that there is no need to suspend hedge accounting when novation of a hedging instrument to a central counter party meets certain requirements. For the Company, this amendment is applicable to annual periods starting on or subsequent to January 1, 2014. At the date of the financial statements, the Company’s Management is in the process of quantifying the effects of adoption of the new standards and amendments mentioned above. There are no additional standards, amendments or interpretations issued but not effective that could have a significant effect on the company. 60 ALPEK 2013 ANNUAL REPORTNote 4 - Financial risk management Note 4.1 - Financial risk factors The Company’s activities expose it to various financial risks: market risk (including foreign exchange risk, interest rate risk on cash flows and interest rate risk on fair value), credit risk and liquidity risk. The Company’s risk management plan considers the unpredictability of the financial markets and seeks to minimize the potential negative effects on the financial performance of the Company. The Company uses derivative financial instruments to hedge some risk exposures. The objective is to protect the financial health of the business taking into account the volatility associated with exchange rates and interest rates. Additionally, due to the nature of the industries in which it participates, the Company has entered into derivative hedges of input prices. ALFA has a Risk Management Committee, consisting of the Chairman, the Chief Executive Officer, the Chief Financial Officer of the Company and a financial executive of the Company who acts as technical secretary. The Committee oversees derivatives transactions proposed by the subsidiaries of the Company in which the maximum possible loss exceeds US$1,000. This Committee supports both the Chief Excecutive Officer and the Chairman of the holding company. All new derivative transactions that the Company proposes to make, and the renewal of existing derivatives, require approval by both the subsidiary and ALFA in accordance with the following schedule of authorizations: Chief Excecutive Officer ALFA Risk Management Committee Finance Committee ALFA’s board of directors Possible Maximum Loss US$ Million Cumulative Individual transactions annual transactions 1 30 100 >100 5 100 300 >300 The proposed transactions must meet certain criteria, including that the hedges are lower than exposures, and that they are the result of a fundamental analysis and properly documented. Sensitivity analyses and other risk analyses should be performed before the operation is carried out. a) Market risk i) Exchange rate risk The Company operates internationally and is exposed to foreign exchange risk, primarily related to the Mexican peso and the US dollar. The Company is exposed to exchange rate risk arising from future commercial transactions in assets and liabilities in foreign currencies and investments abroad. The respective exchange rates of the Mexican peso and the U.S. dollar are very important factors for the Company due to the effect they have on their results. Moreover, Alpek has no influence over their movements. On the other hand, Alpek estimates that most of its revenues are denominated in foreign currency, either because they come from products that are exported from Mexico or because they come from products that are manufactured and sold abroad, or because even if sold in Mexico the price of such products are set based on international prices in foreign currencies such as the U.S. dollar. For this reason, in the past, in times when the Mexican peso has appreciated in real terms against other currencies such as the US dollar, the Company’s profit margins have been reduced. On the other hand, when the Mexican peso has lost value, the Company’s profit margins have been increased. However, although this factor correlation has appeared on several occasions in the recent past, there is no assurance that it will be repeated if the exchange rates between the Mexican peso and other currencies fluctuate again. The Company participates in operations with derivative financial instruments on exchange rates for the purpose of controlling the total comprehensive cost of its financing and the volatility associated with exchange rates. Additionally, it is important to note the high “dollarization” of the Company’s revenues, since a large proportion of its sales are made abroad, providing a natural hedge against its obligations in dollars, while at the same time its income level is affected in the event exchange rate appreciation. Based on the overall exchange rate exposure at December 31, 2013 and 2012, a hypothetical variation of 5% in the exchange rate MXN/USD, holding all other variables constant, would result in an effect on the income statement by Ps 7,295 and Ps 7,061, respectively. 61 CONSOLIDATED FINANCIAL STATEMENTS ii) Price risk In carrying out its activities, the Company depends on the supply of raw materials provided by its suppliers, both in Mexico and abroad, among which are intermediate petrochemicals, principally. In the most recent years, the price of some inputs has shown volatility, especially those arising from oil and natural gas. In order to fix the selling prices of certain of its products, the Company has entered into agreements with certain customers. At the same time, it has entered into transactions involving derivatives on natural gas that seek to reduce price volatility of this input. Additionally, it has entered into derivative financial instruments transactions to hedge purchases of certain raw materials, since these inputs have a direct or indirect relationship with the prices of its products. The derivative financial operations have been privately contracted with various financial institutions, whose financial strength was highly rated at the time by rating agencies. The documentation used to formalize the contract operations is that based generally on the “Master Agreement”, generated by the “International Swaps & Derivatives Association” (“ISDA”), which is accompanied by various accessory documents known in generic terms as “Schedule”, “Credit Support Annex” and “Confirmation”. Regarding natural gas, Pemex is the only supplier in Mexico. The selling price of natural gas at first hand is determined by the price of that product on the “spot” market in the south of Texas, USA, which has experienced volatility. For its part, the CFE is a decentralized public company in charge of producing and distributing electricity in Mexico. Electricity rates have also been influenced by the volatility of natural gas, since most power plants are gas-based. The Company entered into various derivative agreements with various counterparties to protect itself against increases in prices of natural gas and other raw materials. In the case of natural gas derivatives, hedging strategies for products were designed to mitigate the impact of potential increases in prices. The purpose is to protect the price from volatility by taking positions that provide stable cash flow expectations, and thus avoid price uncertainty. The reference market price for natural gas is the “Henry Hub New York Mercantile Exchange (NYMEX)”. The average price per MMBTU for 2013 and 2012 was 3.65 and 2.79 US dollars, respectively. At December 31, 2012, the Company had hedges of natural gas prices for a portion expected of consumption needs in Mexico and the United States. Based on the general input exposure at December 31, 2013 and 2012, a hypothetical increase (decrease) of 10% in market prices applied to fair value and keeping all other variables constant, such as exchange rates, the increase (decrease) would result in an immaterial effect on the income statement for 2013 and 2012. iii) Interest rate risk and cash flow The interest rate risk for the Company arises from long-term loans. Loans at variable rates expose the Company to interest rate risk on cash flows that are partially offset by cash held at variable rates. Loans at fixed rates expose the Company to interest rate risk at fair value. For the purpose of controlling the total comprehensive cost of its financing and the volatility of interest rates, the Company has contracted interest rate swaps to convert certain variable rate loans to fixed rates. At December 31, 2013 and 2012, if interest rates on variable rate loans were increased/decreased by 10%, interest expense would increase/decrease by Ps 3,495 and Ps 1,540, respectively. b) Credit risk Credit risk is managed on a group basis, except for the credit risk related to accounts receivable balances. Each subsidiary is responsible for managing and analyzing credit risk for each of its new customers before setting the terms and conditions of payment. Credit risk is generated from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions as well as credit exposure to customers, including receivables and committed transactions. If wholesale customers are rated by independent 62 ALPEK 2013 ANNUAL REPORTexperts, these are the ratings used. If there is no independent rating, the Company´s risk control group evaluates the creditworthiness of the customer, taking into account their financial position, past experience and other factors. Individual risk limits are determined based on internal and external ratings in accordance with limits set by the Board. The use of credit risk is monitored regularly. During 2013 and 2012, credit limits were not exceeded and Management does not expect losses in excess of the impairment recognized in the corresponding periods. The impairment provision for doubtful accounts represents estimated losses resulting from the inability of customers to make required payments. In determining the allowance for doubtful accounts, significant estimates have to be made. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. In addition, the Company considers a number of factors to determine the size and appropriate timing for the recognition of allowances, including historical collection experience, customer base, current economic trends and the ageing of the accounts receivable portfolio. c) Liquidity risk In the past, the Company has generated and expects to continue generating positive operation cash flows. Operation cash flows represent mainly the inflow of net revenues (adjusted for depreciation and other items not related to cash) and the outflow of working capital increases necessary to grow the business. Cash flows used in investment activities, represent the investment of capital required for the growth, as well as business acquisitions. Financing activities cash flows are related mainly with the indebtedness changes to grow the business or indebtedness paid with cash of operations or refinancing operations, as well as dividends paid. The main cash flow needs of the Company are used for working capital, capital investments, maintenance, expansion of acquisitions and payment of debt. The Company’s abilities to finance cash flow needs depend on the continuous ability to generate cash operations, general capacity and terms of finance agreements, as well as access to capital markets. The Company believes that the future cash of operations together with the access to funds available under such finance agreements and capital markets, will provide it with adequate resources to finance predictable operating requirements, capital investments, acquisitions and new business development activities. The following tables analyze the derivative and non-derivative financial liabilities, grouped according to their maturity, from the balance sheet date to the contractual maturity date. Derivative financial liabilities are included in the analysis to understand the timing of the Company’s cash flows for these liabilities. The amounts disclosed in the table are contractual undiscounted cash flows. 63 CONSOLIDATED FINANCIAL STATEMENTS The detail of maturities of existing financial liabilities at December 31, 2013 and 2012, is as follows (1): At December 31, 2013 Current portion of long-term debt Short-term bank loans Notes payable Cumulative interest payable Affiliated companies Suppliers Other accounts payable and accrued expenses Debt (excluding issuance expenses) Senior notes (excluding issuance expenses) At December 31, 2012 Current portion of long-term debt Short-term bank loans Notes payable Cumulative interest payable Affiliated companies Suppliers Other accounts payable and accrued expenses Debt (excluding issuance expenses) Senior notes (excluding issuance expenses) Less than 1 year Between 1 and 2 years Between 2 and 5 years More than 5 years Ps 261,530 447,190 44,362 139,093 395,964 8,847,817 1,176,250 - - Ps - - - 616,478 - - - 873,909 - Ps - - - 1,197,653 - - - 588,442 - Ps - - - 3,093,232 - - - - 12,400,441 Less than 1 year Between 1 and 2 years Between 2 and 5 years More than 5 years Ps 358,274 140,184 2,183 148,433 464,527 9,231,707 1,313,828 - - Ps - - - 433,422 - - - 449,499 1,563,979 Ps - - - 806,075 - - - 3,573,549 - Ps - - - 2,280,358 - - - - 8,432,510 (1) Amounts included are undiscounted contractual cash flows; therefore, they differ from the amounts included in the consolidated financial statements and in Note 19. The Company expects to meet its obligations with cash flows generated by operations. Additionally, the Company has access to credit lines with various banks to meet possible requirements. At December 31, 2013 the Company has unused credit lines for a total of US$ 273 million. 4.2 Equity risk management The Company’s objectives when managing equity are to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure so as to reduce the cost of equity. To maintain or adjust the equity structure, the Company may adjust the amount of dividends paid to shareholders, return equity to shareholders, issue new shares or sell assets to reduce debt. The Company monitors equity based on the degree of leverage. This percentage is calculated by dividing total liabilities by total equity. The financial ratio of total liabilities/total equity was 1.15 and 1.08 at December 31, 2013 and 2012, respectively. 64 ALPEK 2013 ANNUAL REPORT 4.3 Fair value estimation The following is an analysis of financial instruments measured by the fair value valuation method. The 3 different levels used are presented below: – – – Level 1: Quoted prices for identical instruments in active markets. Level 2: Other valuations including quoted prices for similar instruments in active markets that are directly or indirectly observable. Level 3: Valuations made through techniques wherein one or more of their significant data inputs are non-observable. The following table presents the Company’s assets and liabilities that are measured at fair value at December 31, 2013: Assets Derivative financial instruments with trading accounting treatment Derivative financial instruments with hedge accounting treatment Financial assets available for sale Total Assets Liabilities Derivative financial instruments with trading accounting treatment Derivative financial instruments with hedge accounting treatment Total liabilities Level 1 Level 2 Level 3 Total Ps Ps Ps Ps Level 1 - - - - - - - Ps 58,477 Ps - Ps 58,477 28,015 - - 92,581 28,015 92,581 Ps 86,492 Ps 92,581 Ps 179,073 Level 2 Level 3 Total Ps 1,832 Ps 31,319 Ps 33,151 Ps - - - Ps 1,832 31,319 Ps 33,151 The following table presents the Company´s assets and liabilities that are measured at fair value at December 31, 2012: Assets Derivative financial instruments with trading accounting treatment Derivative financial instruments with hedge accounting treatment Financial assets available for sale Total Assets Liabilities Derivative financial instruments with trading accounting treatment Derivative financial instruments with hedge accounting treatment Total liabilities Level 1 Level 2 Level 3 Total Ps Ps Ps Ps Level 1 - - - - - - - Ps 35,153 Ps - Ps 35,153 72,144 - - 92,208 72,144 92,208 Ps 107,297 Ps 92,208 Ps 199,505 Level 2 Level 3 Total Ps 276,923 Ps 218,805 Ps 495,728 Ps - - - Ps 276,923 218,805 Ps 495,728 There are no transfers between Levels 1 and 2, or between Levels 2 and 3 in the reported periods. 65 CONSOLIDATED FINANCIAL STATEMENTS Level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is considered active if quoted prices are clearly and regularly available from a stock exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regular market transactions at arm-length conditions. The trading price used for financial assets held by ALFA is the current bid price. Level 2 The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data when available and rely as little as possible on estimates specific to the Company. If all significant inputs required to measure an instrument at fair value are observable, the instrument is classified at Level 2. Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is classified at Level 3. Specific valuation techniques used to value financial instruments include: – Market quotations or offers from retailers for similar instruments. – – The fair value of swaps is calculated as the present value of future cash flows estimated in observable return curves. The fair value of forward contracts is determined using exchange rates at the balance sheet date, when the resulting value is discounted at present value. – Other techniques, such as the analysis of discounted cash flows, used to determine the fair value of the remaining financial instruments. Financial assets included within this level are only financial assets available for sale, which correspond to investment in company’s shares that are not quoted in the active market and therefore, the fair value may not be reliably determined. Note 5 - Critical accounting estimates and judgments Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 5.1 Critical accounting estimates and judgments The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will be, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. a) Property, plant, equipment and finite life intangibles The Company estimates the useful lives of its property, plant and equipment and finite life intangibles in order to determine the depreciation and amortization expense, respectively, to be recorded during the reporting period. The useful life of these assets is calculated at the time when the asset is acquired and is based on the past experience with similar assets, considering advance technological changes or changes of other kind. If technological changes were not occur faster than estimated, or differently from anticipated, the useful lives assigned to these assets may need to be reduced. This would result in the recognition in a greater depreciation and amortization expense in future periods. Alternatively, these types of technological changes may result in recognizing a charge for impairment to show the reduction in the value of assets. The Company reviews assets annually to know if they show signs of impairment, or when certain events or circumstances indicate that the book value cannot be recovered during the remaining life of the assets, in case there are signs of impairment, the Company carries out a study to determine the value in use of assets. At December 31, 2013 and 2012, there were no signs of impairment. 66 ALPEK 2013 ANNUAL REPORTb) Estimate of impairment in goodwill and other indefinite life intangible assets The Company tests annually whether goodwill and other intangible assets have suffered any impairment, in accordance with the established accounting policy (see Note 12). The recoverable amounts of cash-generating units have been determined based on value- in-use calculations. These calculations require the use of estimates. c) Income tax The Company is subject to income taxes in numerous jurisdictions and critical judgment is required to determine the global income tax provisions. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. If income before taxes increases/decreases by 5%, income tax will be increased/decreased by Ps 40,867. d) The fair value of derivative financial instruments The fair value of financial instruments that are not traded in an active market is determined by using fair value hierarchies. The Company uses its judgment to select a variety of methods and make assumptions that are based mainly on market conditions existing at the end of each reporting period. If the fair value estimation varies by 5%, the effect on income would be modified by Ps 65,382. e) Pension benefits The present value of pension obligations depends on a number of factors determined on an actuarial basis using different assumptions. Assumptions used in the determination of the net cost (income) for pensions include the discount rate. Any change in the assumptions will impact the value in books of pension obligations. The Company determines the adequate discount rate at year end. This interest rate should be used to determine the present value of future cash outflows expected required to settle pension obligations. In the determination of the appropriate discount rate, the Company considers the discount interest rate in conformity with IAS 19 (Revised) “Employee benefits” denominated in the currency used to pay benefits with terms at maturity that approximate the obligations terms of related pension obligations. Other key assumptions for pension obligations are based, in part, on the current market conditions. 5.2 Critical judgments in applying the entity’s accounting policies a) Basis of Consolidation The financial statements include the assets, liabilities and results of all entities in which the Company has a controlling interest. The outstanding balances and significant intercompany transactions have been eliminated in consolidation. To determine control, the Company considers whether it has the power to govern the financial and operational strategy of the respective entity and not just the power of the capital held by the Company. As a result of this analysis, the Company has exercised critical judgment to decide whether to consolidate the financial statements of Polioles and Indelpro, where the determination of control is not clear. Based on the principal substantive right of Alpek in accordance with the by-laws of Polioles to appoint the General Director, who has control over the relevant decision making and based on the by-laws of Indelpro and supported in the General Law of Mercantile Organizations, which allow Alpek to control the decisions over relevant activities by a simple majority through an ordinary shareholders’ meeting, where it holds 51% of Indelpro. Management has concluded that there are circumstances and factors described in the bylaws of Polioles and applicable standards that allow the Company to conduct the daily operations of Polioles and Indelpro, therefore, demonstrate control. The Company will continue to evaluate these circumstances at the date of each statement of financial position to determine if this critical judgment is still valid. If the Company determines that it has no control over Polioles and Indelpro, they will need to be deconsolidated and be recorded using the equity method. 67 CONSOLIDATED FINANCIAL STATEMENTS Note 6 - Cash and cash equivalents The value of restricted cash and cash equivalents are comprised as follows: Cash and bank accounts Short-term bank deposits Cash and cash equivalents (excluding bank overdrafts) At December 31, Ps 2013 1,790,898 2,946,190 Ps 2012 1,851,076 4,803,485 Ps 4,737,088 Ps 6,654,561 Note 7 - Restricted cash and cash equivalents The Company has restricted cash of approximately Ps 2,840 and Ps 2,992 at December 31, 2013 and 2012. The balances are required to be held in escrow as deposits related to workers compensation reserves. The restricted cash balance is classified as current assets in the statement of financial position based on the maturity date of the restriction. Note 8 - Trade and other receivables, net Trade and other accounts receivable are comprised as follows: At December 31, 2013 2012 Trade receivables Provision for impairment in trade receivables Ps 10,008,669 (332,601 ) Ps 10,707,247 (241,897 ) Trade receivables, net 9,676,068 10,465,350 Accounts receivable from related parties (Note 9) Recoverable taxes Interest receivable Other debtors 1,429,908 1,402,607 940 325,412 1,292,387 1,419,531 27 191,700 Current portion Ps 12,834,935 Ps 13,368,995 Customers and other accounts receivable include past-due balances of Ps 1,743,399 and Ps 1,981,667 at December 31, 2013 and 2012, respectively. The analysis by age of the balances due from customers and other receivables not covered by impairment provisions is as follows: At December 31, 2013 Past due 1 to 30 days 30 to 90 days 90 to 180 days More than 180 days Trade and other accounts receivable Ps 796,320 Ps 325,825 Ps 239,260 Ps 381,994 Trade and other accounts receivable Ps 1,218,072 Ps 182,733 Ps 180,568 Ps 400,294 At December 31, 2012 Past due 1 to 30 days 30 to 90 days 90 to 180 days More than 180 days 68 ALPEK 2013 ANNUAL REPORT At December 31, 2013 and 2012, trade and other accounts receivable of Ps 332,601 and Ps 241,897, respectively were totally impaired. Trade and other accounts receivable impaired correspond mainly to companies going through difficult economic situations. Part of the impaired accounts is expected to be recovered. Movements in the provision for impairment of trade and other receivables are analyzed as follows: Initial balance (January 1) Provision for impairment in trade receivables Receivables written off during the year Provision for unused written off impairment Final balance (December 31) 2013 2012 ( Ps ( Ps 241,897 ) (160,565 ) 4,292 65,569 332,601 ) ( Ps ( Ps 248,135 ) (99,647 ) 49,110 56,775 241,897 ) The maximum risk in accounts receivable is the value in books at December 31, 2013. Note 9 - Related party transactions Related party transactions were carried out at market values. Holding Affiliates At December 31, 2013 Loans granted to related parties Accounts receivable Amount Ps 189,782 - 231,192 - - - - Ps 312,570 93,084 (1) 321,573 56,918 13,077 13,000 13,938 (1) Currency USD USD USD USD USD MXN USD/MXN Maturity date DD/MM/YY 26/12/2014 16/06/2014 30/05/2014 16/06/2014 15/01/2014 Interest rate 7.33% 3.59% 2.53% 3.59% 6.87% Partners with significant influence over certain subsidiaries 184,774 - Total Ps 605,748 Ps 824,160 At December 31, 2012 Loans granted to related parties Maturity date DD/MM/YY 27/12/2013 - 26/06/2013 26/06/2013 16/12/2013 16/12/2013 21/01/2013 Interest rate 7.33% - 3.06% 3.06% 3.59% 3.59% 7.30% Currency USD USD USD USD USD USD MXN USD/MXN Accounts receivable Amount Ps Holding Affiliates Partners with significant influence over certain subsidiaries 196,094 - 227,164 - - - - - Ps 310,983 69,499 (1) 4,589 52,040 319,941 13,010 13,000 (1) 579 (1) 85,488 - Total Ps 508,746 Ps 783,641 (1) Are accrued interests related to the included loans. (2) Is an account payable related to the sale of assets. Accounts payable Amount Currency MXN Ps - - 25,622 - - - - Ps - - 103,586(2) - - - - 266,756 - Ps 292,378 Ps 103,586 Accounts payable Amount Currency MXN Ps - - 40,700 - - - - - Ps - - 103,586(2) - - - - - 320,241 - Ps 360,941 Ps 103,586 69 CONSOLIDATED FINANCIAL STATEMENTS Revenue from sales and other income with related parties Holding Affiliate Shareholders with significant influence over subsidiaries Finished goods - Ps 333,122 Ps Raw materials - 12,805 1,960,637 - Year ended December 31, 2013 Interest Administrative services Ps 22,775 14,537 - Ps - 43,444 - Ps Lease Other - - 7,035 Ps - 1,301 275 Total Ps 2,293,759 Ps 12,805 Ps 37,312 Ps 43,444 Ps 7,035 Ps 1,576 Holding Affiliate Shareholders with significant influence over subsidiaries Year ended December 31, 2012 Administrative services Interest Ps 23,457 25,687 - Ps - 37,714 - Ps Lease Other - - 5,312 Ps - 1,807 - Finished goods - Ps 321,844 1,468,410 Total Ps 1,790,254 Ps 49,144 Ps 37,714 Ps 5,312 Ps 1,807 Cost of sales and other expenses with related parties Holding Affiliate Shareholders with significant influence over subsidiaries Finished goods Ps - - Raw materials - Ps 15,771 Interest Ps 1,331,934 279,083 Total Ps 1,331,934 Ps 294,854 Ps - - - - Year ended December 31, 2013 Administrative services Ps - 133,815 Technical assistance - - Ps Electric energy Ps - 227,099 Lease Ps - - Commissions Ps - - Ps Other - 1,308 151,713 82,753 - 2,413 32,756 22 Ps 285,528 Ps 82,753 Ps 227,099 Ps 2,413 Ps 32,756 Ps 1,330 Finished goods Ps - - Raw materials - Ps 14,135 Year ended December 31, 2012 Administrative services Ps 122,121 125,042 Ps Technical assistance - - Interest Ps 56,362 - Electric energy Ps - 93,323 Lease Ps - Commissions Ps - - Ps 1,212,510 278,133 - 146,429 59,165 - 2,406 26,985 Other - 808 - Holding Affiliate Shareholders with significant influence over subsidiaries Total Ps 1,212,510 Ps 292,268 Ps 56,362 Ps 393,592 Ps 59,165 Ps 93,323 Ps 2,406 Ps 26,985 Ps 808 For the year ended December 31, 2013, wages and benefits received by top officials of the Company amounted to Ps 225,791 (Ps 179,858 in 2012), comprising of base salary and law benefits and supplemented by a variable compensation program that is basically based on the performance of the Company and by the market value of its stocks. The Company and its subsidiaries declared that neither they had significant transactions with related parties nor conflicts of interest to disclose. 70 ALPEK 2013 ANNUAL REPORT Note 10 - Inventories Finished goods Raw material and other consumables Materials and tools Work in process At December 31, 2013 2012 Ps 6,490,653 4,075,258 728,708 483,095 Ps 11,777,714 Ps 5,969,149 4,452,073 719,237 441,586 Ps 11,582,045 For the years ended at December 31, 2013 and 2012, the cost of raw materials used and the changes in inventories of goods in transit and finished goods recognized in the cost of sales amounted to Ps 82,436,458 and Ps 86,766,710, respectively. For the years ended December 31, 2013 and 2012 it was recognized in the statement of income a provision amounting to Ps 37,929 and Ps 9,260, respectively, related to a damaged, slow-moving and obsolete inventory. At December 31, 2013 and 2012 there were no inventories in guarantee. 71 CONSOLIDATED FINANCIAL STATEMENTS Note 11 – Property, plant and equipment, net Land Buildings and constructions Machinery and equipment Transportation equipment Furniture, lab and information technology equipment Construction in progress Others fixed assets Total Ps 2,827,422 Ps 9,293,248 Ps 42,884,462 Ps 197,297 Ps 1,010,718 Ps 917,729 Ps 484,069 Ps 57,614,945 - (5,562,212 ) (22,207,064 ) (126,912 ) (755,927 ) - (83,748 ) (28,735,863 ) 2,827,422 3,731,036 20,677,398 70,385 254,791 917,729 400,321 28,879,082 (81,911 ) 2,567 (7,406 ) - 5,729 (235,039 ) 3,495 (213 ) (130,054 ) 61,208 (1,377,180 ) 57,781 (15,384 ) (1,728,360 ) 879,502 2,746,401 3,430,433 18,493,757 2,746,401 8,816,950 41,050,792 - (5,386,517 ) (22,557,035 ) (5,128 ) 1,932 (175 ) (22,831 ) 32,568 76,751 214,804 (138,053 ) (17,798 ) 2,906 (135 ) (78,722 ) 68,163 (59,494 ) 1,502,862 (20 ) - (1,030,571 ) (24,087 ) 42,107 (25,236 ) - (4,748 ) (1,800,637 ) 1,613,650 (48,569 ) (1,959,967 ) 11,851 229,205 1,330,506 388,357 26,695,410 903,908 1,330,506 388,357 55,451,718 (674,703 ) - - (28,756,308 ) Ps 2,746,401 Ps 3,430,433 Ps 18,493,757 Ps 76,751 Ps 229,205 Ps 1,330,506 Ps 388,357 Ps 26,695,410 2,290 594 (1,862 ) - - 2,959 7,432 19,677 (1,478 ) (328,262 ) (191,571 ) (31,661 ) (24,601 ) 1,003,281 (5,443 ) (1,956,524 ) (1,585,695 ) 330,450 2,750,382 2,904,570 16,255,225 2,750,382 8,400,983 39,969,052 - (5,496,413 ) (23,713,827 ) (1,194 ) 2,774 (370 ) (2,000 ) (15,280 ) 1,309 61,990 210,160 (148,170 ) (16 ) 12,868 (160 ) - (63,483 ) 52,552 13,638 1,435,187 (91 ) (25,863 ) - (662,916 ) 4,491 34,532 (12,218 ) (81,376 ) - 78,509 2,040 2,508,913 (21,622 ) (2,394,025 ) (1,856,029 ) (228,798 ) 230,966 2,090,461 412,295 24,705,889 970,629 2,090,461 412,295 54,803,962 (739,663 ) - - (30,098,073 ) Ps 2,750,382 Ps 2,904,570 Ps 16,255,225 Ps 61,990 Ps 230,966 Ps 2,090,461 Ps 412,295 Ps 24,705,889 At January 1, 2012 Deemed cost Accumulated depreciation Carrying value at January 1, 2012 For the year ended December 31, 2012 Translation adjustments Additions Disposals Depreciation charge recognized in the year Transfers Balance at December 31, 2012 At December 31, 2012 Deemed cost Accumulated depreciation Carrying value at December 31, 2012 For the year ended December 31, 2013 Translation adjustments Additions Disposals Impairment Depreciation charge recognized in the year Transfers Carrying value at December 31, 2013 At December 31, 2013 Deemed cost Accumulated depreciation Carrying value at December 31, 2013 Depreciation expense of Ps 1,840,795 and Ps 1,942,073 has been charged in cost of sales, Ps 2,070 and Ps 2,306, in selling expenses and Ps 13,164 and Ps 15,588, in administrative expenses in 2013 and 2012, respectively. 72 ALPEK 2013 ANNUAL REPORT During 2013, impairment charge of Ps 2,223,749 related to the closing of the Cape Fear plant (See Note 2), was recorded in the income statement within “Non-recurring items”. Additionally, within the other income (expense) items, net, a charge for impairment amounting to Ps 170,276 (See note 26) was recorded. During 2012, Ps 4,798 for impairment were recorded in income presented in the note of other income (expense), net (See note 26). The Company has capitalized costs of loans in qualified assets for Ps 82,298 and Ps 2,853 for the years ended December 31, 2013 and 2012, respectively. Costs from loans were capitalized at the weighted average rate of loans that amounts to approximately 7.64%. Note 12 – Goodwill and intangible assets, net Finite life Indefinite life Ps Trademarks 430 (30 ) - Ps Non-compete agreements 65,700 (4,552 ) - Customer relationships Ps 508,126 (35,217 ) 528 Ps Software and licenses 32,297 (2,041 ) 33,415 Intellectual property rights and others Ps 1,674,648 (123,682 ) 7,644 Goodwill Ps 237,175 (16,434 ) - Ps Others Total 4,316 (302 ) 167 Ps 2,840,801 (204,356 ) 47,038 400 - - 400 (415 ) (17 ) 8 24 (400 ) - - (400 ) 400 (400 ) - 400 (400 ) 61,148 473,437 63,671 1,558,610 220,741 4,181 2,683,483 312 - 2,416 - (1,255 ) - 21,337 527,352 1,127 - 70 1,653 42,532 792,671 61,460 475,853 62,416 2,107,299 221,868 5,904 3,518,686 (15,056 ) (15,519 ) - 1,273 (29,302 ) (15,068 ) (446 ) (29,285 ) (39,176 ) (256 ) 2,584 (66,133 ) (36,997 ) (1,066 ) (27,052 ) (6,528 ) (41 ) 1,121 (32,500 ) (4,631 ) (76,755 ) (79,136 ) - 6,524 (149,367 ) (76,816 ) 1,190 (2,275 ) (44,816 ) (104,196 ) (35,941 ) (228,458 ) 61,148 (29,302 ) 473,437 (66,133 ) 63,671 (32,500 ) 1,558,610 (149,367 ) 31,846 407,304 31,171 1,409,243 61,460 (44,816 ) 475,853 (104,196 ) 62,416 (35,941 ) 2,107,299 (228,458 ) - - - - - - - - 220,741 - 220,741 221,868 - - - - - - - - - (291,381 ) (169,407 ) 4,250 16,550 (439,988 ) (168,555 ) (3,673 ) (612,216 ) 4,181 - 2,683,483 (439,988 ) 4,181 2,243,495 5,904 - 3,518,686 (612,216 ) Development costs Cost At January 1, 2012 Ps 318,109 (22,098 ) Translation effect Additions 5,284 At December 31, 2012 Translation adjustments Additions At December 31, 2013 18,525 263,666 583,486 301,295 Amortization At January 1, 2012 Amortization Transfers Translation effect At December 31, 2012 Amortization Translation adjustments At December 31, 2013 Net carrying value Cost Amortization At December 31, 2012 Cost Amortization At December 31, 2013 (142,818 ) (29,031 ) 4,539 5,024 (162,286 ) (35,043 ) (1,076 ) (198,405 ) 301,295 (162,286 ) 139,009 583,486 (198,405 ) Ps 385,081 Ps - Ps 16,644 Ps 371,657 Ps 26,475 Ps 1,878,841 Ps 221,868 Ps 5,904 Ps 2,906,470 Of the total amortization expense: Ps 168,384 and Ps 162,198 were charged to cost of sales, Ps 40 and Ps 7,071 to selling expenses and Ps 131 and Ps 138 to administrative expenses in 2013 and 2012, respectively. 73 CONSOLIDATED FINANCIAL STATEMENTS Research and development expenses incurred and recorded in the statement of income in 2013 and 2012 were Ps 37,872 and Ps 40,744, respectively. Management assesses its operations through two business segments: the Polyester business chain and the Plastics and Chemicals business. Likewise, Management monitors the goodwill at the operating segment level and has allocated the entire amount to the Polyester segment. See Note 30. Impairment testing of goodwill Goodwill is allocated to operating segments that are expected to benefit from the synergies of the business combination, independently of whether other assets or liabilities of the acquire entity are assigned to those units or groups of units, goodwill totally arises from the Polyester segment amounting to Ps 221,868 and Ps 220,741 at December 31, 2013 and 2012, respectively. The amount of recovery from the operating segments has been determined based on calculations of values in use. These calculations use cash flow projections based on pre-tax financial budgets approved by Management covering a period of 5 years. Key assumptions used in calculating the value in use in 2013 and 2012 were as follows: Estimated gross margin Growth rate Discount rate 2013 4.0% 3.8% 10.2% 2012 3.0% 2.2% 10.0% In relation to the calculation of the value in use of the operating segments, the Company’s Management considers that a possible change in the key assumptions used, would not cause the carrying value of the operating segments to materially exceed their value in use. Note 13 – Other non-current assets Other receivables, net Financial assets available for sale (1) Investment in associates (2) Joint agreements (3) Other non-current financial assets Total other non-current assets 1) Financial assets available for sale: At December 31, 2013 190,513 92,581 (27,862 ) 69,163 302,690 627,085 Ps Ps 2012 190,523 92,208 1,528 - 8,515 292,774 Ps Ps At December 31, 2013 2012 Unlisted shares - Investment in shares with third parties Ps 92,581 Ps 92,208 The movement of financial assets available for sale is as follows: Balance at January 1 Translation effect Additions Impairment Balance at December 31 2013 2012 Ps Ps 92,208 266 107 - 92,581 Ps Ps 40,249 (2,015 ) 54,055 (81 ) 92,208 74 ALPEK 2013 ANNUAL REPORT Financial assets available for sale are denominated in the following currencies: USD MXN Other currencies Total At December 31, 2013 52,306 40,167 108 92,581 Ps Ps 2012 52,040 40,168 - 92,208 Ps Ps None of the financial assets available for sale is expired or impaired. 2) Investments in associates The accumulated summarized financial information for associated companies of the group accounted for by the equity method, not considered material, is as follows: Net loss Other comprehensive income Comprehensive loss Investment in associates at December 31 2013 119,986 ) - 119,986 ) 27,862 ) ( Ps Ps ( Ps ( Ps 2012 155,284 ) - 155,284 ) 1,528 ( Ps Ps ( Ps Ps There are no contingent liabilities corresponding to the Company’s equity in investment of associates. 3) Joint arrangements The accumulated summarized financial information for joint arrangements of the group accounted for by the equity method, not considered material, is as follows: Net profit Other comprehensive income Comprehensive income Joint arrangements at December 31 2013 2012 Ps Ps Ps Ps - - - 69,163 Ps Ps Ps Ps - - - - Note 14 – Subsidiaries with significant non-controlling interest The significant non-controlling interest for the year ended December 31, 2013 and 2012 is integrated as follows: Non-controlling ownership percentage Non-controlling interest income for the period 2013 2012 Ps 334,119 Ps 317,066 Ps Non-controlling interest at December 31, 2013 2,079,547 2012 2,231,847 Ps Indelpro, S. A. de C. V. and subsidiary Polioles, S. A. de C. V. and subsidiary 49% 50% 290,620 291,458 539,058 698,168 75 CONSOLIDATED FINANCIAL STATEMENTS The summarized financial information at December 31, 2013 and 2012 and for the year then ended, corresponding to each subsidiary with a significant non-controlling interest is shown below: Indelpro, S. A. de C. V. Polioles, S. A. de C. V. Ps 2013 3,042,245 5,046,062 1,701,750 2,142,584 4,243,973 9,092,372 681,876 732,494 358,922 512,767 942,966 (284,479 ) (796,086 ) (138,394 ) Ps 2012 2,949,172 4,972,218 1,283,654 2,082,948 4,554,788 8,270,976 647,073 328,210 160,823 262,577 707,217 (26,803 ) (705,921 ) (44,105 ) Ps 2013 2,672,088 1,037,738 1,845,783 785,928 1,078,115 9,219,839 581,240 613,699 306,849 461,536 784,186 (46,409 ) (814,885 ) (67,879 ) Ps 2012 2,709,581 1,059,016 1,605,850 766,411 1,396,336 8,903,906 582,915 470,408 235,204 293,303 906,687 (39,172 ) (692,388 ) 154,142 Current assets Non-current assets Current liabilities Non-current liabilities Stockholders’ equity Revenue Net profit Comprehensive income of the year Comprehensive income attributable to non-controlling interest Dividends paid to non-controlling interest Cash flows from operating activities Net cash used in investments activities Net cash used in financing activities Net increase in cash and cash equivalents Note 15 - Financial instruments a) Financial instruments by category Financial assets: Cash and cash equivalents Restricted cash and cash equivalents Trade and other receivable, net Derivative financial instruments with trading accounting treatment Derivative financial instruments with hedge accounting treatment Assets available for sale Financial liabilities: Debt Suppliers and other accounts payable Derivative financial instruments with hedge accounting treatment Derivative financial instruments with trading accounting treatment Trade receivables and liabilities at amortized cost Available for sale At December 31, 2013 Financial assets and liabilities at fair value through profit and loss Derivative contracted as hedges Ps 4,737,088 2,840 12,834,934 Ps - - - - - - - Ps 17,574,862 Ps 92,581 92,581 Ps 753,083 9,243,781 - - 9,996,864 Ps Ps - - - - - Ps Ps Ps Ps - - - 58,477 - - 58,477 - - - 1,832 1,832 Ps Ps Ps Ps - - - - 28,015 - 28,015 - - 31,319 - 31,319 Total Ps 4,737,088 2,840 12,834,934 58,477 28,015 92,581 17,753,935 753,083 9,243,781 31,319 Ps Ps 1,832 10,030,015 Ps 76 ALPEK 2013 ANNUAL REPORT Trade receivables and liabilities at amortized cost Available for sale At December 31, 2012 Financial assets and liabilities at fair value through profit and loss Derivative contracted as hedges Financial assets: Cash and cash equivalents Restricted cash and cash equivalents Trade and other receivable, net Derivative financial instruments with trading accounting treatment Derivative financial instruments with hedge accounting treatment Assets available for sale Financial liabilities: Debt Suppliers and other accounts payable Derivative financial instruments with hedge accounting treatment Derivative financial instruments with trading accounting treatment b) Credit quality of financial assets Ps 6,654,561 2,992 13,368,995 Ps - - - 20,026,548 14,440,408 9,696,234 - Ps Ps - 24,136,642 Ps Ps 92,208 92,208 Ps - - - - - - - - - - Ps Ps Ps - - - 35,153 - - 35,153 - - - 276,923 276,923 Ps Ps Ps Ps Ps - - - - 72,144 - 72,144 - - 218,805 - 218,805 Total Ps 6,654,561 2,992 13,368,995 35,153 72,144 92,208 20,226,053 14,440,408 9,696,234 218,805 Ps Ps 276,923 24,632,370 Ps The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information on non-compliance rates of the counterparty: Trade and other receivables, net Counterparties with external credit rating "A+" "A-" "A" "BBB+" "BBB" "BB" "BB+" "BB-" Other categories Counterparties without external credit rating Type of clients X Type of clients Y Type of clients Z Total unimpaired trade receivables At December 31, 2013 2012 Ps 134,445 175,679 56,322 73,723 300,216 77,653 50,388 1,003,707 546,686 2,418,819 Ps 3,115 - 43,796 - 6,603 - - - 817,899 871,413 9,124,308 808,710 10,794 9,943,812 Ps 12,362,631 10,819,011 1,147,847 13,383 11,980,241 Ps 12,851,654 77 CONSOLIDATED FINANCIAL STATEMENTS Cash and cash equivalents with or without restriction, not including petty cash "A+" "A-" "A" "BBB+" "BBB" "BB+" Other categories Not rated Derivative financial instruments "AA-" "A" “A+” “A-” AA- “BBB” “BBB+” Not rated At December 31, 2013 2012 Ps Ps Ps Ps 118,337 474,787 409,644 1,452,549 280,271 100,020 1,804,502 99,217 4,739,327 12,685 36,761 722 19,704 - - 7,210 9,410 86,492 Ps Ps Ps Ps 1,016,824 868,631 842,263 - 3,583,815 - 213,517 131,843 6,656,893 - 35,847 6,567 12,625 25,426 1,370 - 25,462 107,297 Group X – New trade and other receivables, net /related parties (less than 6 months). Group Y – Current trade and other receivables, net / related parties (more than 6 months) without default in the past. Group Z – Current trade and other receivables, net /related parties (more than 6 months) with some defaults in the past. All past-due amounts were fully recovered. c) Fair value of financial assets and liabilities The amounts of cash and cash equivalents, restricted cash and cash equivalents, customers and other receivables, other current assets, suppliers and other payables, outstanding debt, provisions and other current liabilities approximate their fair value due to their short maturity. The carrying value of these accounts represents the expected cash flow. The value in books and the estimated fair value of the rest of the financial assets and liabilities are presented as follows: Financial assets Non-current receivable Financial liabilities Non-current debt At December 31, 2013 At December 31, 2012 Carrying amount Fair value Carrying amount Fair value Ps 190,513 Ps 178,724 Ps 190,523 Ps 184,521 13,862,792 13,502,707 14,019,537 14,809,233 The estimated fair values were determined based on discounted cash flows. These fair values do not consider the current portion of financial assets and liabilities, since the current portion approximates their fair value. 78 ALPEK 2013 ANNUAL REPORT Note 16 - Derivative financial instruments The effectiveness of derivative financial instruments designated as hedges is measured periodically. At December 31, 2013 and 2012 the Company’s Management has assessed the effectiveness of its hedges for accounting purposes and has concluded that they are highly effective. Notional amounts related to derivative financial instruments reflect the contracted reference volume; however they do not reflect the amounts at risk with respect to future cash flows. The amounts at risk are generally limited to the unrealized profit or loss from the market valuation of such instruments, which may vary according to changes in the market value of the underlying, its volatility and the credit quality of the counterparties. The principal obligations which the Company is subject to depends on the type of contract and the conditions established in each one of the derivative financial instruments in force at December 31, 2013 and 2012. Trading derivatives are classified as current assets or liabilities. The fair value of hedges is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months. a) Exchange rate derivatives Derivative financial instruments exchange rate positions with trading accounting treatment is summarized as follows (figures in millions of pesos): Underlying asset At December 31, 2013 Type of derivative, value or contract US$/MXN Notional amount ( Ps 837 ) Unit Pesos / Dollar Reference 13.08 Fair value - Ps Maturity 2015 2014 Ps - Ps - 2016+ Ps - Collateral/ guarantee - Ps Underlying asset At December 31, 2012 Type of derivative, value or contract US$/MXN Notional amount ( Ps 325 ) Unit Pesos / Dollar Reference 13.01 Fair value 6 Ps Maturity 2014 2013 Ps 6 Ps - 2015+ Ps - Collateral/ guarantee - Ps b) Interest rate swaps Derivative financial instruments interest rate positions of swaps are summarized as follows (figures in millions of pesos): Type of derivative, value or contract With hedge accounting treatment: Notional amount Underlying asset At December 31, 2013 Unit Reference Fair value 2014 Maturity 2015 2016+ Collateral/ guarantee In Libor rate (1) Ps 785 % per year 0.49 ( Ps 20 ) ( Ps 12 ) ( Ps 7 ) ( Ps 1 ) Ps - Type of derivative, value or contract With hedge accounting treatment: Notional amount Underlying asset At December 31, 2012 Unit Reference Fair value 2013 Maturity 2014 2015+ In Libor rate (1) Ps 2,862 % per year With trade accounting treatment: In Libor rate 1,008 % per year 0.39 0.39 (1) Cash flow hedges ( Ps 200 ) ( Ps 42 ) ( Ps 56 ) ( Ps 102 ) (36 ) 236 ) ( Ps (36 ) 78 ) ( Ps - 56 ) ( Ps - 102 ) ( Ps Collateral/ guarantee Ps Ps Ps - - - 79 CONSOLIDATED FINANCIAL STATEMENTS c) Energy Derivative financial instruments positions of natural gas, gasoline, ethylene, ethane, paraxylene and Brent crude, is summarized as follows (figures in millions of pesos): Notional amount Type of derivative, value or contract With hedge accounting treatment: Ethylene (1) Natural gas (1) Ps 155 345 Ethane (1) Px (1) With trade accounting treatment: Gasoline Brent Crude 23 226 923 60 Notional amount Type of derivative, value or contract With hedge accounting treatment: Ethylene (1) Natural gas (1) Ps 476 606 55 Ethane (1) With trade accounting treatment: Ethylene Natural gas Gasoline 4 28 1,138 Underlying asset At December 31, 2013 Unit Reference Fair value 2014 Maturity 2015 2016+ Collateral/ guarantee Cent. Dollar/lb Dollar / MBTU Cent. Dollar/ Gallon Dollar/MT Dollar / Gallon Dollar / BBL 58.75 4.29 28.03 1,435 2.72 108.53 Ps 12 10 (3 ) (2 ) 54 2 Ps 11 14 (3 ) (2 ) 54 2 Ps 1 - - - - - Ps - (4 ) - - - - Ps Ps 73 Ps 76 Ps 1 ( Ps 4 ) Ps - - - - - - - Underlying asset At December 31, 2012 Unit Reference Fair value 2013 Cent. Dollar/lb Dollar / MBTU Cent. Cents/ Gallon Cent. Dollar/lb Dollar / MBTU Dollar / Gallon 55.1 3.60 23.9 55.1 3.60 2.70 Ps ( Ps 40 30 (16 ) - (226 ) 14 158 ) Ps ( Ps 42 30 (16 ) - (226 ) 20 150 ) Maturity 2014 ( Ps ( Ps 2 ) - - - - (6 ) 8 ) 2015+ Ps Ps - - - - - - - Collateral/ guarantee Ps Ps - - - - - - - (1) Cash flow hedges The main obligations to which the Company is subject, depends on the contracting mechanisms and the conditions of each derivative financial instrument at December 31, 2013 and 2012. At December 31, 2013 and 2012, the net fair value of derivative financial instruments above amounts to Ps 53,341 and (Ps 388,431), respectively, which is shown in the consolidated statements of financial position as follows: Current assets Current liabilities Non-current liabilities Net position Fair value At December 31, Ps 2013 86,492 (7,315 ) (25,836 ) Ps 2012 107,297 (287,510 ) (208,218 ) Ps 53,341 ( Ps 388,431 ) At December 31, 2013 and 2012 there is no collateral in derivative financial instruments. 80 ALPEK 2013 ANNUAL REPORT Note 17 - Suppliers and other accounts payable Suppliers Balances with related parties (Note 9) At December 31, 2013 8,847,817 395,964 9,243,781 Ps Ps 2012 9,231,707 464,527 9,696,234 Ps Ps Note 18 - Provisions At December 31, 2012 Additions from restructuring Translation effect Payments At December 31, 2013 Short-term provisions Long-term provisions At December 31 Ps Ps Restructuring y demolition - 487,248 6,839 (77,940 ) 416,147 Environmental remediation - 371,848 5,287 - 377,135 Indemnities from dismissal and others Ps - 197,624 10,318 (116,910 ) 91,032 Total - 1,056,720 22,444 (194,850 ) 884,314 Ps Ps Ps Ps Ps Ps 2013 832,632 51,682 2012 Ps Ps 884,314 Ps - - - The provisions in the above table are related to the closing of the Cape Fear plant. See Note 2 for more details. Note 19 - Debt Current: Bank loans (1) Current portion of non-current debt Notes payable (1) Current debt Non-current: Senior Notes (2) Bank loans (2) Debt issuance costs Total At December 31, 2013 2012 Ps 447,190 261,530 44,363 Ps 358,274 140,184 2,183 Ps 753,083 Ps 500,641 Ps 12,400,441 1,723,881 (106,450 ) Ps 9,996,489 4,163,232 (79,770 ) Ps 14,017,872 Ps 14,079,951 Less: current portion of non-current debt (261,530 ) (140,184 ) Non-current debt Ps 13,756,342 Ps 13,939,767 (1) The fair value of bank loans and notes payable approximates their current book value, as the impact of discounting is not significant. 81 CONSOLIDATED FINANCIAL STATEMENTS (2) The carrying amounts, terms and conditions of non-current debt were as follows: Description Senior Notes 144A/Reg. S accruing annual interest of 9.50%, with maturity in August 2014. Guaranteed by Temex, Akra, DAK Americas and DAK Resinas. Senior Notes 144A/Reg. S accruing annual interest of 4.50%, maturing in November 2022. Guaranteed by Petrotemex, Temex, Akra, DAK Americas, DAK Resinas and DAK Mississippi. Senior Notes 144A/Reg. S accruing annual interest of 5.375%, maturing in August 2023. Guaranteed by Petrotemex, Temex, Akra, DAK Americas, DAK Resinas and DAK Mississippi. Currency Balance at December 31, 2013 Balance at December 31, 2012 Maturity date DD/MM/YY Interest rate USD Ps - Ps 1,563,979 19-Aug-14 9.50% USD 8,477,491 8,432,510 20-Nov-22 4.50% USD 3,922,950 - 8-Aug-23 5.375% Total Senior Notes 12,400,441 9,996,489 Bank loan bearing annual interest of Libor + 3.07% maturing in August 2017. Guaranteed by Temex, Akra, DAK Resinas and DAK Americas. Committed credit line that accrue annual interest of Libor + 2.0%, maturing in September 2015 and guaranteed by Petrotemex, Temex, Akra and DAK Resinas. Bank loan bearing annual interest of Libor + 1.80% maturing in April 2016. Committed credit line that accrue annual interest of Libor + 1.60%, maturing in January 2015. Bank loan bearing annual interest of Libor + 1.60% maturing in August 2016. Bank loan bearing annual interest of Libor + 2.15% maturing in September 2015. Guaranteed by Univex and Nyltek. Bank loan bearing annual interest of Libor + 2.50% maturing in February 2017. Guaranteed by Univex and Nyltek. USD USD USD USD USD USD USD - - 784,590 285,466 653,825 - - 2,081,616 23-Aug-17 3.79% 65,050 24-Sep-15 780,606 01-Apr-16 - 31-Jan-15 650,505 16-Aug-16 2.31% 2.16% 1.77% 1.98% 390,303 20-Sep-15 2.46% 195,152 28-Feb-17 2.81% Total bank loans Total 1,723,881 4,163,232 Ps 14,124,322 Ps 14,159,721 At December 31, 2013, the annual maturities of non-current debt are as follows: Bank loans Senior notes Less: debt issuance costs Covenants: 2015 2016 2017 Ps Ps 873,909 - - 873,909 Ps Ps 588,442 - - 588,442 Ps Ps 2018 onwards Ps - 12,400,441 Ps Total 1,462,351 12,400,441 - Ps 12,400,441 (106,450 ) Ps 13,756,342 - - - - Most of the existing debt agreements contain restrictions for the Company, mainly with respect to the compliance with certain financial ratios among, the most important of which are: a) Interest hedge ratio: defined as the result of dividing the income before financial result, taxes, depreciation, amortization and impairment of non-current assets (Consolidated EBITDA) by the net interest charges for the period. This factor cannot be less than 3.0 times for the last four consecutive fiscal quarters. 82 ALPEK 2013 ANNUAL REPORT b) Leverage ratio: it is defined as the result of dividing the net consolidated debt by the consolidated EBITDA of the last twelve months. This factor may not be greater than 3.5 times. Additionally, there are other restrictions regarding incurring additional debt or taking loans that require mortgaging assets, dividend payments and submission of financial information, which if not met or remedied within a specified period to the satisfaction of creditors may cause the debt to immediately mature. During 2013 and 2012, the financial ratios were calculated according to the formulas set out in the loan agreements. At December 31, 2013 and the date of issuance of these financial statements, the Company and its subsidiaries complied satisfactorily with such covenants and restrictions. Relevant debt transactions: a) On August 13, 2012, Grupo Petrotemex repurchased US$154.2 million (“Tender Offer”) of the principal amount of the Senior Notes 144A/ Reg. S issued in 2009, leaving a balance at December 31, 2012 of US$120.8 million, due in 2014. Additionally, after the Tender Offer, the Grupo Petrotemex achieved majority consent of the holders of the Senior Notes to amend certain terms of the contract that governs them, and as a result the Senior Notes that did not adhere to the tender offer remain in force but without the effect of the financial covenants. b) On November 20, 2012, Alpek completed an issuance of Senior Notes for a nominal amount of US$650 million with single maturity on November 20, 2022. Interests of Senior Notes will be payable semi-annually at a 4.50% annual rate as from Monday, May 20, 2013. The Senior Notes were issued through a private issuance under Rule 144A of the “Securities Act” of 1933 (“Rule 144A of the Securities Act of 1933”) of the United States of America and they are unconditionally guaranteed, in an unsubordinated manner, for the joint obligation of certain subsidiaries of the Company. Additionally, the issuance of Senior Notes originated issuance costs and expenses to the amount of US$6 million. Issuance of costs and expenses, including the placement discount of Senior Notes are presented net of the debt and amortized together with the loan based on the effective interest rate method. c) On August 8, 2013, Alpek completed an issuance of Senior Notes for a nominal amount of US$300 million with single maturity on August 8, 2023. Interests of Senior Notes will be payable semi-annually at a 5.375% annual rate beginning on February 8, 2014. The Senior Notes were issued through a private issuance under Rule 144A of the “Securities Act” of 1933 (“Rule 144A of the Securities Act of 1933”) of the United States of America and they are unconditionally guaranteed, in an unsubordinated manner, for the joint obligation of certain subsidiaries of the Company. Additionally, the issuance of Senior Notes originated issuance costs and expenses in the amount of US$2.40 million. Issuance costs and expenses, including the placement discount of Senior Notes are presented net of the debt and amortized together with the loan based on the effective interest rate method. d) On September 26, 2013, Grupo Petrotemex paid in advance the principal amount of the “Senior Notes 144A/Reg.S” issued in 2009, the outstanding amount of principal at that date was US$120 million. The net proceeds of the issuance of Senior Notes were used mainly to make advance debt payments of certain subsidiaries of the Company. 83 CONSOLIDATED FINANCIAL STATEMENTS Note 20 - Employee benefits The valuation of retirement plan employee benefits (covering approximately 64% of workers in 2013 and 65% in 2012) and is based primarily on their years of service, current age and estimated salary at retirement date. The principal subsidiaries of the Company have established irrevocable trust funds for payment of pensions and seniority premiums and health-care expenses. The contributions in 2013 amounted to Ps 43,844 (Ps 114,579 in 2012). Following is a summary of the main financial information of such employee benefits: Liabilities for employees benefits: Pension benefits Post-employment medical benefits Employees benefits in the statement of financial position Charge to the income statement for: Pension benefits Post-employment medical benefits Remeasurement of obligations for employees benefits recognized in the statement of comprehensive income for the year At December 31, 2013 2012 Ps Ps 381,288 175,644 556,932 Ps Ps 927,678 202,450 1,130,128 2013 2012 ( Ps ( Ps 34,157 ) (11,112 ) 45,269 ) Ps Ps 15,717 (10,619 ) 5,098 ( Ps 598,160 ) ( Ps 88,387 ) Remeasurement of accumulated obligations for employees benefits Ps 116,190 ( Ps 481,970 ) Pension benefits The Company operates defined benefit pension plans based on employees´ pensionable remuneration and length of service. Most plans are externally funded. Plan assets are held in trusts, foundations or similar entities, governed by local regulations and practice in each country, as is the nature of the relationship between the Company and the respective trustees (or equivalent) and their composition. The amounts recorded in the statement of financial position, are determined as shown below: Present value of defined benefit obligations Fair value of plan assets Defined benefit liability, net Past service cost not recognized At December 31, Ps 2013 2,700,267 (2,318,979 ) 381,288 - Ps 2012 3,150,578 (2,195,740 ) 954,838 (27,160 ) Employees benefits in the statement of financial position Ps 381,288 Ps 927,678 84 ALPEK 2013 ANNUAL REPORT The movement in the defined benefit obligation during the year is as follows: At January 1 Service cost Interest cost Remeasurements: Gains from changes in financial assumptions Gains from change in demographic assumptions and experience adjustments Translation effect Benefits paid (1) Plan reductions (1) Settlements At December 31 Ps 2013 3,150,578 32,154 119,474 (288,066 ) (10,768 ) 9,129 (280,503 ) (20,189 ) (11,542 ) Ps 2012 3,131,000 15,565 134,263 239,477 - (192,768 ) (176,960 ) - - Ps 2,700,267 Ps 3,150,577 The movement in the fair value of plan assets for the year is as follows: At January 1 Interest income Remeasurements return on plan assets, excluding interest income Translation effect Contributions Benefits paid (1) ( Ps 2013 2,195,740 ) (85,740 ) (268,388 ) (7,590 ) (43,844 ) 282,323 ( Ps 2012 2,098,529 ) (167,479 ) (107,842 ) (122,239 ) (114,579 ) 170,450 At December 31 ( Ps 2,318,979 ) ( Ps 2,195,740 ) (1) With respect to the closing of the Cape Fear plant, the Company incurred in losses from termination and a settlement agreement with the trustees, effective as at October 10, 2013 for a total of Ps 106,533, settling all retirement benefit plan obligations in relation with the site’s employees. This resulted in a modification to plan assets. The amounts recorded in the statement of income for the years ended December 31 are the following: Service cost Net interest cost Past service cost Effect of reductions of plan and/or settlements ( Ps 2013 32,154 ) (33,734 ) - 31,731 ( Ps 2012 15,565 ) 33,216 (1,934 ) - Total included in personal costs ( Ps 34,157 ) Ps 15,717 The principal actuarial assumptions were as follows: Discount rate Inflation rate Salary increase rate Expected return on plan assets At December 31, 2013 MX 6.75% US 4.65% 4.25% 5.25% - - 2012 MX 5.50% US 3.80% 3.57% 5.25% MX 9.75% US 8.25% The average life of defined benefit obligations is of 17.3 and 17.7 years at December 31, 2013 and 2012, respectively. 85 CONSOLIDATED FINANCIAL STATEMENTS The sensitivity analysis of the main assumptions for defined benefit obligations were as follows: Discount rate Discount rate Change in assumption Mx 1% US 1% Effect in defined benefit obligations Increase in assumption Decreases by Ps 28,615 Decreases by Ps 291,356 Decrease in assumption Increases by Ps 33,491 Increases by Ps 243,165 Prior sensibility analyses are based on a change in assumptions, while the all other assumptions remain constant. In practice, this is slightly probable, and the changes in some assumptions may be correlated. In the calculation of the sensibility from the defined benefit obligation, significant actuarial assumptions the same method (present value of calculated defined benefit obligation with the projected unit credit method at reporting period) has been applied as in the calculation of liabilities for pensions recognized within the balance sheet. Post-employment medical benefits The Company operates post-employment medical benefits schemes mainly in DAK Americas. The method of accounting, assumptions and the frequency of valuations are similar to those used for defined benefit pension schemes. Most of these plans are not being funded. In addition to the assumptions mentioned above, the main actuarial assumption in a long-term increase in health costs by 8.0% in 2013 and 8.50% in 2012. Amounts recognized in the balance sheet are determined as follows: Present value of defined benefit obligations Fair value of plan assets Defined benefit liability, net Past service cost not recognized At December 31, 2013 2012 Ps 175,644 - 175,644 - Ps 202,450 - 202,450 - Employees benefits in the statement of financial position Ps 175,644 Ps 202,450 The movements of defined benefit obligations are as follows: At January 1 Service cost Interest cost Employee contributions Remeasurements: Gain from changes in financial assumptions Gains from changes in demographic assumptions and experience adjustments Translation effect Plan reductions Benefits paid At December 31 Ps 2013 202,450 2,195 6,352 7,625 (2,716 ) (28,222 ) 916 2,565 (15,521 ) Ps 2012 259,351 2,542 7,152 9,657 (43,248 ) - (17,991 ) - (15,013 ) Ps 175,644 Ps 202,450 86 ALPEK 2013 ANNUAL REPORT The amounts recorded in the statement of income for the years ended December 31 are the following: Service cost Net interest cost Effect of reductions on plan and/or settlements 2013 2012 ( Ps 2,195 ) (6,352 ) (2,565 ) ( Ps 2,542 ) (8,077 ) - Total included in personal costs ( Ps 11,112 ) ( Ps 10,619 ) At December 31, 2013, the effect of a 1% in the incremental of medical expenses, as follows: Effect of the sum of the current service cost and interest cost Effect in defined benefit obligation Ps 641 863 ( Ps 731 ) (1,225 ) Increase Decrease Employee benefits Plan assets are comprised as follows: Equity instruments Cash and cash equivalents Note 21 - Deferred taxes At December 31, 2013 2012 Ps 1,115,852 1,203,127 Ps 1,036,816 1,158,924 The analysis of the deferred tax asset and deferred tax liability is as follows: Deferred tax asset: - To be recovered for more than 12 months - To be recovered within 12 months Deferred tax liability: - To be recovered in more than 12 months - To be recovered within 12 months Deferred tax, net At December 31, 2013 2012 Ps 163,515 53,082 216,597 Ps 700,264 418,243 1,118,507 (3,912,960 ) (431,308 ) (4,344,268 ) 4,127,671 ) ( Ps The gross movement in the deferred income tax account is as follows: At January 1 Translation effect To retained earnings Credit (charge) to income statement (Charge) credit to other items of comprehensive income At December 31 2013 4,213,832 ) 20,445 7,550 363,587 (305,421 ) 4,127,671 ) ( Ps ( Ps (3,787,918 ) (1,544,421 ) (5,332,339 ) 4,213,832 ) 2012 4,185,690 ) 236,309 - (268,017 ) 3,566 4,213,832 ) ( Ps ( Ps ( Ps 87 CONSOLIDATED FINANCIAL STATEMENTS The change of the temporary differences that require recognition of deferred income tax for the year ended December 31, is as follows: Assets: Inventories Trade and other receivables, net Property, plant and equipment, net Tax loss carryforwards Derivative financial instruments 2013 2012 Ps 175,090 (3,695 ) 3,946,048 (552,325 ) (30,562 ) Ps 18,659 89,453 3,787,918 (635,022 ) (122,266 ) Total Ps 3,534,556 Ps 3,138,742 Liabilities: Provisions Other temporary differences, net Total Net deferred tax liability 687,890 (94,775 ) 914,092 160,998 Ps Ps 593,115 4,127,671 Ps Ps 1,075,090 4,213,832 Tax loss carry forwards are recognized as a deferred tax asset to the extent that realization of the related tax benefit through future taxable profits is probable. In September 2012, AKRA Polyester recorded a deferred tax asset amounting to Ps 351,166 in relation with losses amounting to Ps 1,254,165 due to the merger with Petal. At December 31, 2013, the subsidiaries have accumulated tax loss carryforwards for a total of Ps 1,836,359 expiring as shown below: Loss incurred in the year 2004 2005 2006 2007 2008 2009 2010 2011 2012 Ps Tax loss carryforwards 216,765 227,583 92,890 10,978 321,813 6,148 1,110 874,420 84,652 1,836,359 Ps Year of maturity 2014 2015 2016 2017 2018 2019 2020 2021 2022 Note 22 – Other current liabilities Taxes Accumulated expenses Accrued interest payable Short-term employee benefits Employees’ profit sharing Prepayments from costumers Other At December 31, Ps 2013 516,251 300,719 139,093 324,416 7,108 15,231 12,526 Ps 2012 401,406 522,942 148,433 295,497 32,710 6,943 54,330 Total other current liabilities Ps 1,315,344 Ps 1,462,261 88 ALPEK 2013 ANNUAL REPORT Note 23 - Stockholders’ equity At December 31, 2013 the capital stock is variable, with a fixed minimum of Ps 6,051,880 represented by 2,118,163,635 ordinary, nominative shares, “Class I” Series “A”, with no par value, fully subscribed and paid in. The variable capital entitled to withdrawal will be represented, if issued, by registered “Class II” Series “A” shares without par value. The net income of the year is subject to decisions made by the General Stockholders’ Meeting, the Company’s by-laws and the General Law of Mercantile Corporations. In accordance with the General Law of Mercantile Corporations, the legal reserve should be increased annually by 5% of the net annual income until it reaches 20% of the fully paid in capital stock. The movements in other reserves for 2013 and 2012 are shown as follows: At January 1, 2012 Gains on fair value Deferred tax asset on fair value gains Loss in translation of foreign entities At December 31, 2012 Gains on fair value Deferred tax asset on fair value gains Loss in translation of foreign entities Effect from foreign currency translation Effect of cash flow hedge derivative instruments Ps Ps 1,716,956 - - (1,406,694 ) 310,262 - - 27,918 ( Ps ( Ps 196,985 ) 87,638 (22,667 ) - 132,014 ) 282,016 (85,085 ) - Ps Ps Total 1,519,971 87,638 (22,667 ) (1,406,694 ) 178,248 282,016 (85,085 ) 27,918 At December 31, 2013 Ps 338,180 Ps 64,917 Ps 403,097 In the Ordinary General Meeting of Alpek, held on December 9, 2013, the stockholders agreed to declare dividends in cash for a total of Ps 1,487,603. In the Ordinary General Meeting of Alpek, held on February 28, 2013, the stockholders agreed to declare dividends in cash for a total of Ps 1,471,852. In the Ordinary General Meeting of Alpek, held on August 30, 2012, the stockholders agreed to declare dividends in cash for a total of Ps 910,810. In the Ordinary General Meeting of Alpek, held on February 20, 2012, the stockholders agreed to declare dividends in cash for a total of Ps 641,470. In the Ordinary General Meeting of Alpek, held on January 10, 2012, the stockholders agreed to declare dividends in cash for a total of Ps 139,973. Dividends paid are not subject to income tax when arising from the net tax profit account (CUFIN). Any dividend paid in excess of this account will be subject to a tax equal to 42.86% if paid in 2013. The Company must pay the tax and it may be credited against the income tax of the Company during the year or in the immediately following two years or, when applicable, against the flat tax of the year. Dividends paid from retained earnings previously subject to taxes are not subject to tax withholding or payment. In the event of a reduction in capital, the Income Tax Law provisions establish that any excess of stockholders’ equity over capital contributions should be accorded the same tax treatment as dividends. 89 CONSOLIDATED FINANCIAL STATEMENTS Note 24 - Share-based payments Alpek has a compensation scheme referenced to the value of shares of its holding company for executives of the Company and its subsidiaries. According to the terms of the plan, eligible executives will receive a cash payment subject to the achievement of certain quantitative and qualitative metrics based on the following financial measures: • • • Improvement in the share price Improvement in net profit Permanence of the executives in the Company The program consists in determining a number of shares on which the executives will have a right to. The bonus will be paid in cash over the next five years; i.e., 20% every year at the average price of the share at the end of each year. The average price of the share in 2013 and 2012 was Ps 38.86 and Ps 27.8, respectively. The short-term and long-term liability was analyzed as follows: Short-term Long-term Total carrying value At December 31, 2013 32,393 23,170 55,563 Ps Ps 2012 24,047 63,410 87,457 Ps Ps Note 25 - Expenses classified by their nature The cost of sales and selling and administrative expenses, classified by their nature, are comprised of: Raw materials and others Employee benefit expenses (Note 28) Human resource expenses Maintenance Depreciation and amortization Advertising expenses Freight charges Energy consumption and fuel (gas, electricity, etc.) Travel expenses Operating lease expenses Technical assistance, professional fees and administrative services Other Total 2013 2012 ( Ps 69,019,660 ) (2,909,920 ) (17,796 ) (858,716 ) (2,024,584 ) (2,037 ) (3,211,218 ) (3,115,816 ) (102,370 ) (371,723 ) ( Ps 73,584,231 ) (2,860,519 ) (21,034 ) (921,734 ) (2,129,374 ) (2,145 ) (3,400,967 ) (2,861,575 ) (106,059 ) (263,785 ) (875,522 ) (2,096,935 ) ( Ps 84,606,297 ) (920,204 ) (1,926,252 ) ( Ps 88,997,879 ) 90 ALPEK 2013 ANNUAL REPORT Note 26 - Other (expenses) income, net Other income (expenses) for the years ended December 31, are comprised as follows: Loss on sale of wastes Gain on sale of property, plant and equipment Impairment of property, plant and equipment (See Note 11) Valuation of derivative financial instruments Indemnity from insurance recovery Taxes and surcharges Other income, net ( Ps 2013 542 ) 2,505 (170,276 ) 45,882 - - 14,575 Ps 2012 1,136 375 (4,798 ) 152,275 6,009 9,204 146,635 Total ( Ps 107,856 ) Ps 310,836 Note 27 - Financial cost, net Financial cost, net for the years ended December 31, are comprised as follows: 2013 2012 Financial income: Interest income on short-term bank deposits Interest income on loans from related parties Interest income on employees benefits Others Foreign exchange gain Gain for changes in the fair value of financial assets at fair value through profit or loss Ps 95,245 37,313 - 4,245 - - Ps 133,569 49,144 23,027 8,958 141,224 68,927 Total financial income Ps 136,803 Ps 424,849 Financial expenses: Interest expense on bank loans Interest expenses on loan to related parties Non-bank interest expense Interest cost on employees benefit Other Foreign exchange loss Loss for changes in the fair value of financial assets at fair value through profit or loss ( Ps 212,820 ) - (735,068 ) (40,086 ) (103,863 ) (145,898 ) (71,002 ) ( Ps 751,306 ) (56,362 ) (619,700 ) - (328,744 ) - - Total financial cost Financial cost, net ( Ps 1,308,737 ) ( Ps 1,756,112 ) ( Ps 1,171,934 ) ( Ps 1,331,263 ) Note 28 - Employee benefits expenses Employee benefits expenses for the years ended December 31, are comprised as follows: Salaries, wages and benefits Social security contributions Employee benefits (Note 20) Other contributions ( Ps 2013 2,122,757 ) (197,794 ) (5,183 ) (584,186 ) ( Ps 2012 2,091,768 ) (187,301 ) (18,461 ) (562,989 ) Total ( Ps 2,909,920 ) ( Ps 2,860,519 ) 91 CONSOLIDATED FINANCIAL STATEMENTS Note 29 - Income taxes New Income Tax Law On December 11, 2013 the decree for the new Income Tax Law was published (new LISR) becoming effective on January 1, 2014, repealing the LISR published as of January 1, 2002 (former LISR). The new LISR maintains the essence of the former LISR, however, it makes significant amendments among which the most important are: i. Limiting deductions in contributions to pension and exempt salary funds, automobile leases, restaurant consumption and social security fees; it also eliminates the immediate deduction in fixed assets. ii. Amending the mechanics to accumulate revenues derived from the term alienation and generalizing the procedure to determine the gain in alienation of shares. iii. Amending the procedure to determine the taxable basis for the Employees’ Profit Sharing (PTU), establishing the mechanics to determine the initial balance of the capital contribution account (CUCA) and the CUFIN and establishing new mechanics for the recovery of Asset Tax (IA). iv. Establishing an ISR rate applicable for 2014 and the following years of 30%. In contrast to the LISR above that established a 30%, 29% and 28% rate for 2013, 2014 and 2015, respectively. The Company has reviewed and adjusted the deferred tax balance at December 31, 2013, considering in the determination of temporary differences, the application of these new provisions, the impacts of which are detailed in the reconciliation of the effective rate as follows. However, the effects in deduction limitations and others indicated previously will be applied as from 2014 and will mainly affect the tax incurred as of such year. Income tax for the years ended December 31, are integrated as follows: Total current income tax Adjustment to the provision of income tax from prior years Total deferred tax ( Ps 2013 1,136,767 ) (44,149 ) 363,586 ( Ps 2012 1,458,257 ) 2,982 (268,018 ) Income tax expense ( Ps 817,330 ) ( Ps 1,723,293 ) 92 ALPEK 2013 ANNUAL REPORT The reconciliation between the statutory and effective income tax rates for the years ended December 31, is as follows: Profit before income tax Statutory tax rate Income tax at statutory rate Add (deduct) effect of income tax on: Inflationary tax adjustment Non-deductible expenses Non-taxable income Tax losses for which no deferred income tax assets were recognized Effects of translation from functional currency to reporting currency Effect of different tax rates in countries other than Mexico Adjustment to the income tax liability from prior years Effect from reactivation of tax losses Effect in change of rate Effect in deferred tax for the non-deductibility of labor obligations Share of losses of associates Ps 2013 1,723,460 30% (517,038 ) Ps 2012 6,106,095 30% (1,831,829 ) (70,330 ) (18,643 ) 5,511 (10,274 ) 4,196 84,814 (44,149 ) - (231,854 ) (10,489 ) (9,074 ) (71,823 ) (32,673 ) 30,392 - (105,801 ) (85,088 ) 8,880 376,366 - - (11,717 ) Total income tax Effective tax rate ( Ps 817,330 ) ( Ps 1,723,293 ) 47% 28% The charge (credit) to income tax related to other items of the comprehensive income for the years ending December 31, are as follows: Translation effect of foreign currency Remeasurement of obligations for employee benefits Effect of derivative financial instruments for hedging purposes of cash flow Other comprehensive income items Before taxes 27,918 Ps 598,160 2013 Tax charge (in favor) Ps - (220,226 ) Ps After taxes 27,918 377,934 Before taxes ( Ps 1,406,694 ) (88,386 ) 2012 Tax charge (in favor) Ps - 26,233 After taxes ( Ps 1,406,694 ) (62,153 ) 282,016 Ps 908,094 (85,085 ) ( Ps 305,311 ) 196,931 Ps 602,783 87,638 ( Ps 1,407,442 ) (22,667 ) 3,566 Ps 64,971 ( Ps 1,403,876 ) Deferred tax ( Ps 305,311 ) Ps 3,566 Note 30 - Segment reporting Segment reporting is presented, consistently with the internal report provided to the Chief Operating Officer, who has been identified as the Company’s Executive Director, and represents the highest authority in operational decision making, allocation of resources and performance assessment of operating segments. An operating segment is defined as a component of an entity on which separate financial information is regularly being evaluated. Management assesses its operations through two business segments: the Polyester business chain and the Plastics and Chemicals business. These segments are administered separately since its products vary and targeted markets are different. Their activities are performed through various subsidiaries. The operations between operating segments are carried out at market value and the accounting policies with which the financial information by segments is prepared, are consistent with those described in Note 3. 93 CONSOLIDATED FINANCIAL STATEMENTS The Company evaluates the performance of each of the operating segments based on income before financial cost net, income taxes, depreciation, amortization, impairment of non-current assets and share in losses of associates (Adjusted EBITDA), considering that this indicator is a good metric to evaluate operating performance and the ability to meet principal and interest obligations with respect to indebtedness, and the ability to fund capital expenditures and working capital requirements. Nevertheless, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered as an alternative to net income as a measure of operating performance or cash flows as a measure of liquidity. The Company has defined the Adjusted EBITDA as consolidated income (loss) before taxes after adding or deducting, accordingly: (1) depreciation, amortization and impairment of non-current assets; (2) the financial cost, net (including interest expense, interest income, exchange gains or losses, net and gains or losses from derivative financial instruments and (3) share in losses of associates. Following is the condensed financial information of these operating segments (in millions of pesos): For the year ended December 31, 2013 Statement of income: Revenue by segment Inter-segment revenue Revenue from external costumers Operating profit Depreciation, amortization and impairment of non-current assets Adjusted EBITDA Capital investment (Capex) For the year ended December 31, 2012: Statement of income: Revenue by segment Inter-segment revenue Revenue from external costumers Operating profit Depreciation, amortization and impairment of non-current assets Adjusted EBITDA Capital investment (Capex) Polyester Plastics and Chemicals Other Total Ps Ps Ps Ps Ps Ps Ps Ps Ps Ps 68,704 (68 ) 68,636 977 3,997 (1) 4,974 1,845 Polyester 75,249 (49 ) 75,200 5,319 1,689 7,008 1,400 Ps Ps Ps Ps Ps Ps Ps Ps Ps Ps 21,600 (175 ) 21,425 1,882 422 2,304 431 Plastics and Chemicals 21,068 (105 ) 20,963 2,161 446 2,607 122 ( Ps Ps Ps Ps Ps ( Ps Ps Ps ( Ps Ps 243 ) 243 - 66 - 66 - Ps Ps Ps Ps Ps 90,061 - 90,061 2,925 4,419 7,344 2,276 Other Total 154 ) 154 - (4 ) - 4 ) - Ps Ps Ps Ps Ps 96,163 - 96,163 7,476 2,135 9,611 1,522 (1) In 2013, within the polyester segment, the impairment effect of fixed assets mainly related to the closing of the Cape Fear plant is integrated. See Notes 2 and 18. The reconciliation between adjusted EBITDA and profit before taxes for the years ended December 31 is as follows (in million of pesos): Adjusted EBITDA Depreciation, amortization and impairment of non-current assets Operating profit Financial cost, net Share of losses in associates Income before taxes 2013 2012 Ps 7,344 Ps 9,611 (4,419 ) 2,925 (1,172 ) (30 ) 1,723 Ps (2,135 ) 7,476 (1,331 ) (39 ) 6,106 Ps 94 ALPEK 2013 ANNUAL REPORT Following is a summary of revenues per country of origin for the years ended December 31 (in millions of pesos): Mexico United States Argentina Revenue Ps 2013 49,276 36,331 4,454 Ps 2012 53,456 38,609 4,098 Ps 90,061 Ps 96,163 The Company’s main costumer generated revenue amounting to Ps 10,116 and Ps 10,121 for the years ended December 31, 2013 and 2012, respectively. This revenue is obtained from the Polyester reporting segment and represent 11% for both years of the consolidated revenue with external costumers. The following table shows the intangible assets and property, plant and equipment by the country of origin (in millions of Mexican pesos): Mexico United States Argentina At December 31, 2013 2012 Ps 1,727 1,179 - Ps 1,552 690 1 Total intangible assets Ps 2,906 Ps 2,243 Mexico United States Argentina At December 31, Ps 2013 18,818 5,703 185 Ps 2012 18,439 7,985 271 Total property, plant and equipment Ps 24,706 Ps 26,695 Note 31 - Contingencies and commitments During 2013, the Company through its subsidiary Grupo Petrotemex, signed an agreement with M&G for the rights to obtain the supply of 400 thousand tons of PET (manufactured with 336 thousand tons of PTA) a year, by which it is obliged to pay an amount of Ps 4,576,775 (US$350 million) during the construction of the plant. At December 31, 2013 Alpek had made a payment amounting to Ps 454,650 (US$35 million), which is presented within the goodwill and intangible assets, net caption. See Note 12. At December 31, 2013 and 2012, the subsidiaries had entered into various agreements with suppliers and customers for purchases of raw materials used for production and the sale of finished goods, respectively. The term of these agreements varies between one and five years and generally contain price adjustment clauses. Some of the subsidiaries use hazardous materials to manufacture polyester filaments and staple fibers, polyethylene terephthalate (PET), terephthalatic acid (PTA), Caprolactam (CPL), polypropylene (PP), chemical specialties and they generate waste, such as catalysts and glycols. These and other activities of the subsidiaries are subject to various federal, state and local laws and regulations governing the generation, handling, storage, treatment and disposal of hazardous substances and wastes. According to such laws, the owner or lessor of real estate property may be liable for, among other things, (i) the costs of removal or remediation of certain hazardous or toxic substances located on,in, or emanating from, such property, as well as the related cost of investigation and property damage and substantial penalties for violations of such law, and (ii) environmental contamination of facilities where its waste is or has been disposed of. Such laws often impose such liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of such hazardous or toxic substances. 95 CONSOLIDATED FINANCIAL STATEMENTS Although the subsidiaries estimate that there are no existing material liabilities relating to noncompliance with environmental laws and regulations, there can be no assurance that there are no undiscovered potential liabilities related to historic or current operations that will require investigation and/or remediation under environmental laws, or that future uses or conditions will not result in the imposition of an environmental liability or expose them to third-party or related parties actions, such as tort suits. Furthermore, there can be no assurance that changes in environmental regulations in the future will not require the subsidiaries to make significant capital expenditures to change methods of disposal of hazardous materials or otherwise alter aspects of their operations. DAK Americas, L. L. C. provided corporate guarantees to Clear Path Recycling, L. L. C. in favor of Shaw Industries Group, Inc. At December 31, 2013 and 2012, this guarantee amounts to US$ 6,790 and US$ 5,928, respectively. In September 2007, the subsidiary Indelpro renewed an agreement it had held with PEMEX Refinación to cover the supply of polypropylene for the chemical and refining area maturing in 2018. Acquisitions during the year ended December 31, 2013 and 2012 under this contract amounted Ps 4,379,430 and Ps 4,532,035, respectively and there are purchase commitments for approximately Ps 5,395,419 for the year 2014. On February 1, 2005, the subsidiary Polioles and BASF Corporation (the other partner of the Affiliate) signed a licensing agreement related to the use of patents and technical information for the production of polystyrene pearl in the Altamira plant located in Tamaulipas. According to the aforementioned agreement, Polioles pays BASF Corporation the difference between the annual minimum of US$9 million and the gain before financing and taxes plus depreciation and amortization generated by the polystyrene pearl line. This agreement will be effective until Polioles has paid a consideration of US$15 million over an accumulated basis. For the years ended December 31, 2013 and 2012 the agreed parameter was not reached and therefore, a payment obligation was not generated. The Company leases equipment under non-cancellable operating lease agreements, related mainly to transportation equipment for the PTA and PET businesses, which normally include renewal options. These renewal operations are generally under the same effective rental conditions. Future payments under these operating lease agreements with non-cancellable terms greater than a year, are summarized below: 2014 2015 2016 2017 Onwards Ps 168,325 128,504 101,066 74,733 296,071 Note 32 – Subsequent events In preparing the financial statements, the Company has evaluated events and transactions for recognition or disclosure subsequent to December 31, 2013 and up to the date of issuance of the financial statements, and has concluded that there are no significant subsequent events that affect these. José de Jesús Valdez Simancas Chief Executive Officer Eduardo Alberto Escalante Castillo Chief Financial Officer 96 ALPEK 2013 ANNUAL REPORT 2013 A N N U A L R E P O R T Table of Contents Corporate Profile Financial Highlights Economic and Industry Environment Petrochemical Chains and Footprint Letter to Shareholders Polyester Plastics and Chemicals Integration, Efficiency and Technology Sustainability Board of Directors Management Team Corporate Governance Glossary Consolidated Financial Statements 1 2 3 4 6 10 14 18 22 28 29 30 31 33 n o t s u o H , r o l o c h t r a E : g n i t n i r P | l a u s i V 3 3 : y h p a r g o t o h P d n a n g i s e D Investor Relations Hernán F. Lozano Sabino Parra Av. Gómez Morín 1111 Sur Col. Carrizalejo San Pedro Garza García Nuevo León CP. 66254, Mexico IR@alpek.com www.alpek.com P R I N T ED WIT H 1 0 0 % WIND E N E Y R G Supplied by Community Energy 2 0 1 3 A N N U A L R E P O R T A L P E K Alpek, S.A.B. de C.V. Av. Gómez Morín 1111 Sur Col. Carrizalejo San Pedro Garza García Nuevo León, Mexico, 66254 www.alpek.com 2013 A N N U A L R E P O R T 

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