Industrias Bachoco, S.A. de C.V.
Annual Report 2013

Plain-text annual report

INDUSTRIAS BACHOCO S.A.B. DE C.V. CONTENTS 1 2 4 7 8 10 11 12 13 14 17 Financial Highlights Message to Shareholders CEO’s Letter Report from the Board of Directors Report from Audit and Corporate Practices Committee Senior Management Team Board of Directors Audit Committee and Corporate Practices Key Information to Investors BACHOCO: 30 years of building a successful brand Consolidated Financial Statements CONTENTS 1 2 4 7 8 10 11 12 13 14 17 Financial Highlights Message to Shareholders CEO’s Letter Report from the Board of Directors Report from Audit and Corporate Practices Committee Senior Management Team Board of Directors Audit Committee and Corporate Practices Key Information to Investors BACHOCO: 30 years of building a successful brand Consolidated Financial Statements SALES 2013 83% Chicken Eggs Balanced Feed Other Business Lines FINANCIAL HIGHLIGHTS 4% 5% 8% NET SALES Total Net Sales Net Sales from Mexico Operations Net Sales from U.S. Operation OPERATING RESULTS Gross Profit Operating Income EBITDA Result Net Income Net income per Share (pesos) Net Income per ADR (pesos) Dividends Paid per Share Total Assets Total Liabilities Total Stockholders’ Equity Net Debt Capital Expenditures Figures in million pesos. In December 2013, the free float of the Company increased from 17.25% to 26.75%, due to the founding family’s sale of a 9.5% block of shares. 2013 2012 39,710.7 39,367.4 30,867.6 8,843.1 31,195.9 8,171.5 % Var. 0.9% -1.1% 8.2% 2013 6,534.1 3,273.8 4,090.5 2,041.8 3.40 40.77 1.58 2013 28,781.6 8,630.4 20,151.1 5,664.9 575.4 2012 6,049.2 2,628.8 3,466.6 2,191.8 3.65 43.77 0.50 2012 28,040.2 8,951.5 19,088.7 2,420.8 951.8 % Var. 8.0% 24.5% 18.0% -6.8% -6.9% -6.9% 216.8% % Var. 2.6% -3.6% 5.6% 134.0% -39.5% In July 2013, the Company acquired a U.S. breeding operation, located in Arkansas. In 2013, the Company achieved record net sales and EBITDA. STATEMENT OF FINANCIAL POSITION DATA EMPLOYEES 2013 24,486 2012 25,281 2011 25,326 ANNUAL REPORT 2013 01 MESSAGE TO SHAREHOLDERS Dear Shareholders of Industrias Bachoco: Year 2013 was, in general terms, positive for Bachoco; we achieved historical figures in sales and EBITDA while keeping a solid financial position that allowed us to end the fiscal year with more than $5,600 million of negative net debt. However, we faced important challenges along the way, in particular the one related to bio-security. Sanitary and bio-security are important issues for both Bachoco and the poultry industry, as these largely impact production efficiency and product quality. Despite the challenges we faced in 2013, the Company was able to prove that it is a flexible company in its processes, which quickly adapts to current conditions and takes the necessary actions to keep its presence in the marketplace, ensuring that our customer have a constant supply of products with consistent quality. Some of the actions that took place to face this contingency were: taking advantage of the geographical dispersion we have to redirect our production and distribution processes; coordinating actions with the sanitary authorities and keeping our customers, employees and shareholders informed. All this led us to a prompt recovery of production levels. Regarding our operations located in the U.S., we reached positive results in terms of EBITDA for the second consecutive year. We have not reached the results we know can achieve in this operation, but we have identified opportunity areas. We quickly integrated our second acquisition in the U.S., an operation of breeding hens, which timely reinforced our supply of hatching eggs. We continue the process of reorganization in our structure and aligning functions in our supply chain, in order to remain a flexible company, closer to our markets and customers. An important factor was the downtrend in the cost of main raw materials, which we observed particularly towards the end of the year; we expect this situation to continue and allow us to capitalize on decreases in our production costs. Our operating expenses remained practically unchanged with respect to the previous year and below 9% of our total sales. This was mainly due to strict control of expenses; capitalization of improvements in processes, and investments made in information technology. We still have a long way to go in this direction, and we will be focusing on achieving it. In 2013, we had important changes in the management of the Company. After successful careers in Bachoco and excellent performance of their 02 ANNUAL REPORT 2013 duties, José Luis Lopez Lepe and David Gastelum Cazares, Directors of Personnel and Sales, respectively, retired. They have left a legacy of knowledge and experience that will serve as a solid basis for the executives who take those positions. Ismael Sanchez enters the Company to fill the Director of Personnel position, and Andres Morales, who previously served as Director of Marketing, now also takes the responsibility for Sales management. By the end of 2013, one of the two Family Trusts decided to sell a block of shares equivalent to 9.5% of the total shares of the Company, with which our float changed from 17.25% to 26.7% of the total shares outstanding. An increase in the free float of the Company was one of the reiterated requests from current and potential investors and financial analysts; as a result of this decision, we observed an increase in the trading of our shares. As a result of the solid performance of Bachoco and the trust that the participants of the market have in the Company, our shares had a positive trade in the markets in which it participates, with yields of 46.6% on the Mexican Bolsa and 44.2% on the New York Stock Exchange, when compared with the closing price of 2012. This year we are celebrating thirty years since the beginning of our successful advertising campaign; during this time we have made a constant effort to achieve branding identification in a generic product like chicken and eggs in Mexico, in order to forge an identity and brand loyalty in our products. We can say that this has been a successful effort; we have a brand with the highest level of recognition in the Mexican poultry industry, and the Company has earned several awards for this achievement. Year 2014 has started with a good dynamic in the poultry industry. We are prepared to focus on the opportunities that the market offers and to face the challenges that arise; bio-security, the effects of the tax reform, and more aggressive competition are issues that we will monitor closely. Our goal is to remain as leaders of the poultry industry in Mexico, and to continue strengthening our position globally, while continuing to deliver positive results to our investors who have placed their trust in Bachoco. Francisco Javier R. Bours Castelo Chairman of the Board of Directors MESSAGE TO SHAREHOLDERS 02 ANNUAL REPORT 2013 ANNUAL REPORT 2013 03 Francisco Javier R. Bours Castelo Chairman of the Board of Directors CEO’s LETTER The following financial information for 2013 is presented in millions of pesos unless otherwise indicated, with comparative figures for 2012. It was prepared under IFRS accounting principles. This information should be read in conjunction with our Audited Consolidated Financial Statements, attached to this Annual Report. It is estimated that in 2013, the Mexican economy grew 1.1%, below expectation, with an inflation rate of 3.97%. The average rate peso-dollar strengthened during the year, ending with 1% depreciation. Moreover there was some uncertainty regarding the fiscal reforms that were approved by the end of the year. According to the National Poultry Union estimates, for 2013 the chicken volume produced in Mexico slightly decreased, partly as a result of an outbreak of avian flu that affected this industry. This decrease affected the consumption of chicken, which had a reduction of about 1.5%. Meanwhile, egg production showed a growth of about 6.1% and a 5.3% increase in its consumption. The reduction in poultry production was present mainly during the first half of the year; the lower production, combined with a strong demand, resulted in a good level of prices. This situation changed in the second half when the poultry industry went back to standard levels of production leading to oversupply conditions in the market. The Company keeps a solid financial structure, with negative net debt and a strong cash position. The cost of our main raw materials had a reduction mainly towards the end of the year, after posting historical increases in prices during the two previous years. For Bachoco, year 2013 was positive; we reached historical sales and EBITDA results, with good control of operating expenses. In July 2013, we acquired a U.S. breeding asset. This operation has a capacity of around 350 thousand laying hens that produce hatching eggs. Bachoco quickly integrated this new operation with the rest of its facilities and currently is in the process of refining synergies between this operation and the rest of the Company. In 2013 we continued working hard on our quality systems, an essential factor in providing adequate products to meet the needs of our customers. We also continued to improve our information technology systems, which are an important support in maintaining adequate control of operating expenses and giving flexibility in our operations. We have committed employees who have vast experience in the poultry industry. It is thanks to their high performance we have achieved important goals. 2013 & 2012 RESULTS Net sales in 2013 totaled $39,711 million, an increase of 0.9% from $39,367 million of net sales recorded in 2012. This increase was primarily due to higher sales prices in our main business lines, offset by lower volume in chicken products during the second and third quarters of 2013. Sales of chicken products decreased 0.3% during 2013, as a result of an increase of 3.5% in prices, offset by a 4% decrease in volume. Egg sales increased 14.7% in 2013. This increase was attributable to increases in egg prices, partially offset by a 2% decline in sales volume. Sales of balanced feed decreased 8.6% in 2013, as a result of a 1.6% increase in prices, partially offset by a 10.1% decline in volume sold. This was a consequence of oversupply conditions in the balanced feed market. In the “other lines” item for 2013, sales of beef value-added products and swine increased when compared to 2012. In 2013 the cost of sales totaled $33,117 million, a 0.4% decrease when compared to $33,318 million cost of sales in 2012. This decrease is primarily attributable to a 4.9% decrease in sales volume of our main lines of business, partially offset by an increase in the production cost of 4.7%. Bachoco’s gross income for 2013 totaled $6,534 million and $6,049 million in 2012; this represented a gross margin of 16.5% and 15.4%, respectively. The decrease in gross income is mainly due to lower sales volume and prices in the second half of 2013. Total operating expenses were $3,291 million in 2013, 3.1% lower than expenses in 2012 of $3,397 million. The Company has kept a strict control over its expenses across all processes. In 2013 and 2012, total expenses represented 8.3% and 8.6% of the total sales of the Company. In 2013, we achieved a net finance income of $118 million, a result that compared with a net finance income of $165 million registered in 2012. This was a result of interest earned in both years due our surplus in cash. Rodolfo Ramos Arvizu Chief Executive Officer 04 ANNUAL REPORT 2013 ANNUAL REPORT 2013 05 CEO’s LETTER 04 ANNUAL REPORT 2013 ANNUAL REPORT 2013 05 Rodolfo Ramos Arvizu Chief Executive Officer REVIEW AND REPORT The EBITDA result in 2013 and 2012 was $4,091 and $3,467 million, respectively; this result let the Company reach an EBITDA margin of 10.3% and 8.8% in those periods. The amount reached in 2013 represented a historical amount for the Company. Total income taxes in 2013 were $1,350 million, compared to income taxes of $602 million in 2012; the increase is mainly due a one-time charge of $668 million as a result of the Mexican Tax Reform approved in 2013. As a result of all the above, the income for the year was $2,042 million or 5.1% of net margin. This represented a decrease with respect to net income of 2012 that reached $2,192 million and 5.6% of net margin. Net income per Share in 2013 was $3.40 pesos or $40.8 pesos per ADR; this result compares to a net income of $3.65 pesos or $43.8 pesos per ADR in 2012. The Company keeps a solid financial structure, with negative net debt and a strong cash position. Total cash as of December 31, 2013 was $7,733 million, 50.3% higher when compared to $5,145 million reached in the same period of 2012. For 2013 and 2012, total debt for the Company was $2,068 and $2,724 million, respectively. Negative net debt as of December 31, 2013 was $5,665 million, compared to a negative net debt of $2,421 million in 2012. The Company’s capital expenditures in 2013 were $575 million, mainly allocated to productivity projects and maintenance. Bachoco will gradually restart its organic growth in Mexico in the following years; therefore an increase in CAPEX is expected. In 2013, the Company paid cash dividends of $1.584 pesos per Share, which represented an estimated dividend yield of 3.6% per Share. MAIN EFFECTS OF THE TAX REFORM As a result of the Mexican tax reform approved by the end of 2013, Bachoco, SA de CV, our main subsidiary, increased its income tax rate from 21% to 30%, starting in 2014. Rodolfo Ramos Arvizu Chief Executive Officer 06 ANNUAL REPORT 2013 ANNUAL REPORT 2013 07 REVIEW AND REPORT FROM THE BOARD OF DIRECTORS As Chairman of the Board of Directors of Industrias Bachoco, SAB de CV, and pursuant to the provisions of Section IV of Article 28 of the Securities Market Law, I hereby inform you of the following: This Board of Directors reviewed and approved the Chief Executive Officer’s report which supports the per- formance of management for fiscal year ended as of December 31, 2013, and it was based on the independent auditor’s Opinion. The Board believes that the CEO’s report prepared in accordance with the Financial Reporting Standards (“IFRS”) reflects the Company’s financial position and its operating results. We believe that policies, accounting, and reporting principles followed by the Company are adequate and con- sistent with the Audited Financial Statements attached to this Annual Report. Additionally, this Board instructed the Company to continue to act in strict accordance with IFRS. We determined that during this period the Company did not engage in unusual operations or other activities different from its normal operations. No exemptions were granted to any member of the Board, executive officers or any other member of the Company to take advantage of business opportunities for themselves or in favor of third parties. Lastly, attached to this report, the Board presents in the Annual Ordinary Shareholders’ Meeting the report of the Auditing and Corporate Practices Committee, the Chief Executive Officer’s report, the report on prompt compliance with tax obligations, and the report on the principal accounting and information policies and criteria followed by the Company in the preparation of its financial statements for fiscal year 2013. Francisco Javier R. Bours Castelo Chairman of the Board of Directors 06 ANNUAL REPORT 2013 ANNUAL REPORT 2013 07 COMMITTEE REPORT AUDIT AND CORPORATE PRACTICES COMMITTEE Dear members of the Board of Director and Shareholders, It is my pleasure to inform you of the activities performed by this Committee during fiscal year 2013: Regarding Corporate Practices, I hereby report the following: • We determined that the performance of the Company’s Officers was consistent with the work plan and met with expectations and guidelines. • We reviewed the compensation package granted to the CEO and other senior officers. • We verified that the Company did not grant any exemptions to its Directors, senior officers or other employ- ees of the Company. • We meticulously reviewed the transactions carried out with related parties and concluded they were con- ducted in fair-market terms. • We reviewed the policies and guidelines for the use of goods that constitute the equity of the Company and its subsidiaries, by any related parties, as well as policies for granting of loans or any type of credit or guarantees. • The total transactions with related parties represented less than 3.0% of the Company’s net sales. Regarding Audit Practices, I hereby report the following: • We verified the application of the IFRS, implemented in 2012. • We issued a recommendation for the appointment and hiring of external auditors to perform the 2013 fiscal year audit, we ensured their independence, and subsequently analyzed the work program proposed by the auditing firm. • We supervised compliance of the agreement and evaluated their results, as well as evaluated the perfor- mance of the external auditor in charge, concluding that the services provided were consistent with the terms of the agreement. • We reviewed the analyses, processes and observations of the external auditors while ensuring they were made objectively, in order to provide prompt and reliable financial information. • We analyzed and agreed with the audited financial statements, the auditing report, and the accounting poli- cies used during fiscal year 2013 in the Company and its subsidiaries. Therefore, we recommended its ap- proval. • We reviewed and discussed the observations of the auditing firm; we concluded these were mainly reclas- sifications resulting from variations between the auditing information and the non-audited quarterly reports issued by the Company. • We periodically reviewed the guidelines and the efficiency of internal controls and internal auditing controls and did not detect any material deviations. • We analyzed and assessed the additional or supplementary services provided by the external auditing firm, as well as those provided by independent experts. 08 ANNUAL REPORT 2013 COMMITTEE REPORT • We reviewed the proposals of unusual or nonrecurring transactions presented during the year 2013, to be held by the Company or its subsidiaries in connection with the acquisition or disposal of goods, and the granting of guarantees or assumption of liabilities by an amount equal or greater than 5% percent of the Company’s consolidated assets, except for investments in debt securities or bank instruments, and gave our opinion to the Board of Directors thereon. • We reviewed and analyzed the report of the Board with respect to the Company’s corporate situation and verified follow-up of the resolutions adopted by the Shareholders’ Meeting and the Board of Directors. • We validated the efficiency and continuity of the mechanisms to receive and deal with claims in connection with accounting and internal controls. During fiscal year 2013, no relevant observations were received from shareholders, directors, relevant officers or any third party. We made proposals to the Board relating to the basis on which to prepare and disclose financial information, general guidelines and the implementation of internal control measures, and the accounting procedures that the Company must follow. In connection with the CEO´s report, this Committee heard the Executive Committee and with the sup- port of the external firm Report, among other elements, we express the following: We believe that the CEO’s report was prepared in accordance with the IFRS and reflects the Company’s finan- cial position and its operating results. Therefore, we recommended to the Board of Directors that they approve the audited financial statements to present them in the Annual Ordinary Shareholders’ Meeting. We believe that policies, accounting, and reporting principles followed by the Company are adequate and suf- ficient, taking into account the particular circumstances of the Company, and that such policies and criteria have been applied consistently to the information submitted by the CEO, as detailed in the Audited Financial State- ments attached to this Annual Report, and suggest that the Board instruct the Company to continue to act in strict accordance with these principles. Humberto Schwarzbeck Noriega President of the Audit and Corporate Practices Committee 08 ANNUAL REPORT 2013 ANNUAL REPORT 2013 09 ERNESTO SALMON CASTELO ANDRES MORALES ASTIAZARAN RODOLFO RAMOS ARVIZU DANIEL SALAZAR FERRER MARCO A. ESPARZA SERRANO TRENT GOINS RODOLFO RAMOS ARVIZU Chief Executive Officer TRENT GOINS Chief Executive Officer, U.S. Operations DANIEL SALAZAR FERRER Chief Financial Officer ERNESTO SALMON CASTELO Director of Operations ANDRÉS MORALES ASTIAZARAN Director of Sales and Marketing MARCO ANTONIO ESPARZA SERRANO Comptroller Director ISMAEL SANCHEZ MORENO Director of Human Resources ALEJANDRO ELIAS CALLES GUTIERREZ Director of Purchasing ISMAEL SANCHEZ MORENO SENIOR MANAGEMENT TEAM 10 ANNUAL REPORT 2013 ALEJANDRO ELIAS CALLES G. ERNESTO SALMON CASTELO ANDRES MORALES ASTIAZARAN RODOLFO RAMOS ARVIZU DANIEL SALAZAR FERRER MARCO A. ESPARZA SERRANO TRENT GOINS ISMAEL SANCHEZ MORENO ALEJANDRO ELIAS CALLES G. SENIOR MANAGEMENT TEAM BOARD OF DIRECTORS Bachoco’s Board of Directors is comprised of eight Proprietary Shareholders Directors, four Alternate Shareholders Directors, and two Independent Proprietary Directors. This board was last ratified on April 24, 2013. The Board’s main duties include the following: • Determine policies, general strategies, and the organization and management criteria that guide the activities of the Company. • Prepare and develop programs to optimize resources management and the operation of the business, such as budgets and financial planning. • After considering the Auditing and Corporate Practices Committee’s opinion, approve the internal control and guidelines of the internal auditing of the Company. • Authorize acquisitions or disposing, as well as the granting of guarantees or the taking of liabilities for a value equal to or higher than five per cent of the consolidated assets of the Company, except for investments in debt securities or bank instruments, provided such are made in accordance with the policies approved by the Board for such purposes. • Review and authorize operating results and work plans, and the overall compensation of the Company’s senior officers. PROPRIETY SHAREHOLDERS DIRECTORS Francisco Javier R. Bours Castelo, Chairman of the Board José Gerardo Robinson Bours Castelo Jesús Enrique Robinson Bours Muñoz Jesús Rodolfo Robinson Bours Muñoz Arturo Bours Griffith Octavio Robinson Bours Ricardo Aguirre Borboa Juan Salvador Robinson Bours Martínez INDEPENDENT PROPRIETARY DIRECTORS Avelino Fernández Salido Humberto Schwarzbeck Noriega ALTERNATE SHAREHOLDERS DIRECTORS José Eduardo Robinson Bours Castelo Alternate of: Francisco Javier R. Bours Castelo y/o José Gerardo Robinson Bours Castelo José Francisco Robinson Bours Griffith Alternate of: Octavio Robinson Bours y/o Arturo Bours Griffith Guillermo Pineda Cruz Alternate of: Jesús Enrique Robinson Bours Muñoz y/o Jesús Rodolfo Robinson Bours Muñoz Gustavo Luders Becerril Alternate of: Juan Salvador Robinson Bours Martínez y/o Ricardo Aguirre Borboa HONORARY MEMBERS OF THE BOARD Enrique Robinson Bours Almada Mario Javier Robinson Bours Almada Juan Bautista Salvador Robinson Bours Almada SECRETARY OF THE BOARD Eduardo Rojas Crespo 10 ANNUAL REPORT 2013 ANNUAL REPORT 2013 11 AUDIT COMMITTEE AND CORPORPORATE PRACTICES KEY INFORMATION TO INVESTORS Bachoco has an Auditing and Corporate Practices Committee to support the Board of Directors, which is com- posed of two Independent Directors and one Property Shareholder Director. This Committee was last ratified on April 24, 2013 and its main duties include: • Evaluate the performance of the independent auditing firm, as well as analyze their opinion, recommenda- tions, reports and other information. • Prepare and present to the Board an opinion about the CEO’s report, and advise the Board of Directors in the preparation of reports regarding policies and accounting principles and other criteria followed in the preparation of financial statements, as well as on the operations and activities it has participated. • Provide an opinion regarding the transactions with related persons. • Ensure that relevant or unusual transactions have followed the Company’s authorized policies. • Propose the hiring of independent specialists in the cases it deems advisable. AUDIT COMMITEE AND CORPORATE PRACTICES Humberto Schwarzbeck Noriega, President Avelino Fernández Salido Ricardo Aguirre Borboa 12 ANNUAL REPORT 2013 ANNUAL REPORT 2013 13 AUDIT COMMITTEE AND CORPORPORATE PRACTICES KEY INFORMATION TO INVESTORS DIVIDENDS 2013 2012 Total Dividends Paid (in million pesos) 950.4 Dividends per Share (in pesos) 1.584 Dividends per ADR (in pesos) 19.000 299.2 0.500 6.000 Yield 3.6% 1.6% In December 2013, the free float of the Company increased from 17.25% to 26.75%, as a result of the selling of a block of 57 million shares, from the founding family. The founding family still holds control of the Company with the 73.25% of total shares, by two Trusts: the Control Trust with 52% of total shares and the Underwriting Trust with 21.25% of total shares. BACHOCO STRENGTHS • More than 60 years in the poultry industry. • Wide brand recognition. • National coverage in Mexico. • Large distribution network. • Strong balance sheet. • Wide expertise in purchasing of raw material. • Focused on productivity and controlling expenses. • Product diversification to other proteins: beef and turkey. MAIN CHARACTERISTICS OF SHARES • Total shares in the Company: 600 million • One single class of Shares with full rights: Class B • One ADR is equal to 12 common shares • Free float: 26.75% • Market Cap: $2.8 billion pesos • In 2013, the Company’s shares and ADRs reached a yield of 46.6% and 44.2%, respectively. SHARE PRICES Mexican Bolsa in nominal pesos per share The New York Stock Exchange in U.S. dollar per ADR Year High Low Close Year High Low Close 2013 2012 2011 45.25 30.13 27.86 28.80 20.59 20.30 44.16 30.13 22.30 2013 2012 2011 43.08 27.97 28.75 27.02 18.86 17.40 40.27 27.92 19.07 12 ANNUAL REPORT 2013 ANNUAL REPORT 2013 13 BACHOCO: 30 YEARS OF BUILDING A SUCCESSFUL BRAND In Mexico during the 80’s, no one thought that eggs or chicken needed to have a brand. It can be said that there was no consumer preference when purchasing these products. In the case of eggs, they were sold in bulk, had no advertising and no brand identification. Over these 30 years we have constantly worked on building the BACHOCO brand, which has competed with strongly-established local producers, successfully achieving a preference for our brand. At that time, the growth of Bachoco depended mainly on its production capacity and the scope of its distribution. Given this fact, Bachoco initiated a dialogue with the consumers, presenting a different point of view and generating brand recognition. This was achieved by communicating the main characteristics of our products: freshness, quality and nationalism (Mexican). BACHOCO was the first “branded commodity” in the Mexican poultry industry, a great communication effort that began in 1984 in Mexico City and then later was extended to the whole country. A successful and well-recognized advertising campaign, based mainly on creative, fun and current issues billboards, acquainted the consumer with our brand and our products. 14 ANNUAL REPORT 2013 WHAT HAVE WE REACHED? • Being present in the daily diet of Mexican consumers. • Placed an affective and emotive relationship with our brand BACHOCO . •The BACHOCO brand has a perception of quality in the market. •BACHOCO is perceived as an original, innovative, intelligent, honest, surprising, and dynamic brand. During these years, we have integrated other brands into our portfolio that, little by little, have gained the same recognition as our leading brand in their own markets. This is a continuous effort. We continue to work to position our brands in new markets. ANNUAL REPORT 2013 15 CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Auditors Consolidated Statements of Financial Position Consolidated Statements of Income and Other Comprehensive Income Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements 18 22 23 24 25 26 Av. Tecnológico 100-901 Col. San Angel, 76030, Querétaro, Qro. Tel. (442) 238 2900 Fax (442) 238 2975 Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Industrias Bachoco, S.A.B. de C.V. We have audited the accompanying consolidated statement of financial position of Industrias Bachoco, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2013, and the related consolidated statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the year ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Industrias Bachoco, S.A.B. de C.V. and subsidiaries as of December 31, 2013 and the results of their operations and their cash flows for the year ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 28, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting. Galaz, Yamazaki, Ruiz Urquiza, S. C. Member of Deloitte Touche Tohmatsu Limited /s/ Abel García Santaella C.P.C. Abel García Santaella Querétaro, Qro., Mexico April 28, 2014 18 Report of Independent Registered Public Accounting Firm to the Board of Directors and Section 1.01 Stockholders of Industrias Bachoco, S.A.B. de C.V. We have audited the internal control over financial reporting of Industrias Bachoco, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 19 In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2013 of the Company and our report dated April 28, 2014 expressed an unqualified opinion on those financial statements. Galaz, Yamazaki, Ruiz Urquiza, S.C. Member of Deloitte Touche Tohmatsu Limited C.P.C. Abel García Santaella Querétaro, Qro., Mexico April 28, 2014 20 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Industrias Bachoco, S.A.B. de C V: We have audited the accompanying consolidated statements of financial position of Industrias Bachoco, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2012 and January 1, 2012, and the related consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for the years ended December 31, 2012 and 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Industrias Bachoco, S.A.B. de C.V. and subsidiaries as of December 31, 2012 and January 1, 2012, and the results of their operations and their cash flows for the years ended December 31, 2012 and 2011, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. As mentioned in note 4 to the 2013 consolidated financial statements, on November 1, 2011, the Company acquired 100% percent of the voting stock of OK Industries, Inc. (the “Acquired Entity”) which owns five consolidated subsidiaries. OK Industries, Inc. operates and is located in the United States of America (U.S.A.). The results of operations of the Acquired Entity have been included in the consolidated financial statements from such date. The acquisition of this company originated a gain on bargain purchase of $1,000,565, (thousands of Mexican pesos) which was booked in other income in 2011. As mentioned in note 5 to the 2013 consolidated financial statements, on March 2, 2012, Bachoco USA, LLC. was incorporated as a subsidiary of Industrias Bachoco, S.A.B. de C.V. and acquired 100% of the shares of OK Industries. From such date Bachoco USA, LLC. acts as the holding company of OK Industries, Inc. and, therefore, of the operations of the Company in the U.S.A. KPMG Cárdenas Dosal, S.C. /s/ Demetrio Villa Michel Demetrio Villa Michel Querétaro, México April 30, 2013, except as to note 2 b) to the 2013 consolidated financial statements, which is as of April 14, 2014. 21 2 1 0 2 , 1 y r a u n a J 2 1 0 2 3 1 0 2 e t o N , 1 3 r e b m e c e D , 1 3 r e b m e c e D y t i u q e d n a s e i t i l i b a L i , 1 y r a u n a J 2 1 0 2 , 1 3 r e b m e c e D , 1 3 r e b m e c e D 2 1 0 2 3 1 0 2 e t o N ) s o s e p f o s d n a s u o h T ( 2 1 0 2 , 1 y r a u n a J d n a , 2 1 0 2 d n a 3 0 2 1 , 1 3 r e b m e c e D n o i t i s o P l i a c n a n F i f o s t n e m e t a t S d e t a d i l o s n o C I I I S E R A D S B U S D N A . . V C E D . . B A S . , O C O H C A B S A R T S U D N I I 7 0 1 , 0 0 4 2 , , 0 4 9 7 9 5 2 , 1 9 1 , 1 0 7 2 , , 0 7 3 4 8 3 2 0 6 6 2 5 , , 1 , 0 1 2 0 5 1 , 1 , 7 7 9 2 5 4 4 , , 0 4 3 0 3 7 4 , , 9 9 7 0 7 3 4 , , 0 5 7 7 7 2 , 1 3 4 2 5 7 1 , 1 4 4 , 1 2 9 2 , 3 4 5 8 7 , 0 6 5 5 , 1 1 , 5 4 2 5 4 4 3 , 2 9 3 6 , 1 2 1 1 , 9 5 7 3 , 9 3 0 8 8 , 5 9 0 4 5 , 6 9 4 , 1 8 0 , 1 0 0 2 , 1 4 5 $ 8 3 0 0 0 , 1 5 1 , 5 4 8 8 2 , , 2 9 4 7 3 3 7 , , 2 3 4 4 7 1 , 1 1 , 4 6 9 9 3 1 , 8 4 8 8 7 8 3 4 6 , - , 0 6 7 4 6 5 1 , 1 1 0 7 , 1 4 3 7 1 , 1 3 6 6 9 , 5 5 1 , 1 2 2 4 , 5 9 4 , 1 5 9 8 , , 2 3 4 4 7 1 , 1 1 , 4 6 9 9 3 4 7 4 9 9 , 1 ) 6 9 6 2 ( , - , 0 6 3 5 0 4 7 1 , 5 4 2 8 4 , , 6 4 6 9 5 2 4 , , 5 4 4 0 3 6 8 , , 2 3 4 4 7 1 , 1 1 , 4 6 9 9 3 1 0 6 9 9 , ) 0 9 0 7 8 , ( ) 7 6 9 0 6 ( , , 8 2 2 6 8 5 8 , 1 1 9 9 , 1 5 0 9 , 1 5 4 8 , 1 1 1 , 0 2 7 2 1 , 8 3 8 9 6 6 3 , 1 0 3 9 3 , , 8 2 8 9 7 3 7 1 , , 9 8 6 8 8 0 9 , 1 6 4 1 , 1 5 1 , 0 2 7 1 7 1 8 1 9 1 7 1 ) d 0 2 1 2 5 2 1 2 7 2 8 2 l e b a y a p s t n u o c c a r e h t l o d n a e b a y a p e d a r T t b e d m r e t - g n o l f o s t n e m l l a t s n i t n e r r u C t b e d m r e t t r o h S : s e i t i l i b a i l t n e r r u C s e i t i l i b a i l t n e r r u c l a t o T s e i t r a p d e t a e R l : s e i t i l i b a i l m r e t g n o L s t n e m l l a t s n i t n e r r u c g n d u c x e i l , t b e d m r e t g n o L x a t e m o c n i d e r r e e D f s e r a h s f o e s a h c r u p e r r o f e v r e s e R s e i t i l i b a i l m r e t g n o l l a t o T i m u m e r p e r a h S k c o t s l a t i p a C : y t i u q E s e i t i l i b a i l l a t o T s t i f e n e b e e y o p m E l e v r e s e r n o l i t a s n a r t y c n e r r u c n g e r o F i t e n , s t n e m e r u s a e m e r l a i r a u t c A t s e r e t n i g n i l l o r t n o c o t l e b a t u b i r t t a y t i u q E t s e r e t n i g n i l l o r t n o c - n o N y t i u q e l a t o T s t n e m t i m m o C i s e c n e g n i t n o C i s g n n r a e d e n a t e R i , 1 2 7 0 4 1 8 0 2 0 , 1 1 , 6 6 5 2 6 2 , 2 5 1 , 5 3 2 2 , , 7 8 9 0 3 2 3 , 8 3 9 2 , 1 , 4 5 9 7 1 , 4 8 6 9 , 1 6 9 , 8 3 6 0 2 2 2 , , 5 5 3 9 9 5 4 , , 4 9 8 6 1 7 6 , 5 3 7 , 1 1 6 0 1 , 4 0 0 , 1 , 2 0 8 7 2 2 2 , , 2 2 2 8 3 7 2 , 0 5 1 , 2 5 7 7 4 6 5 9 , , 2 2 7 8 4 5 , 1 7 0 5 , 1 5 4 6 9 6 9 4 , , 1 , 8 7 8 8 6 8 4 7 1 , 0 2 4 , 1 2 6 3 6 5 , 1 , 1 3 5 0 9 4 , 9 8 7 , 1 8 3 4 , 1 , 8 4 3 4 2 3 5 , 1 $ , 8 4 2 9 0 9 0 , , 5 4 9 2 1 1 , 2 1 , 2 4 6 9 2 0 , 1 , 8 4 8 0 0 3 , 7 3 6 4 6 3 , 2 7 0 8 0 8 3 , 1 1 , 1 6 5 9 4 9 , 1 1 9 4 4 2 5 6 , , 1 1 0 2 1 , 6 0 1 , 1 6 3 9 9 0 , 1 , 1 1 1 9 , 1 0 3 , 8 4 8 0 0 3 , 9 5 2 4 4 3 , 9 9 5 0 5 3 , 5 9 3 8 5 6 3 , 1 , 3 4 2 7 5 4 3 , 1 7 8 8 9 0 1 1 1 2 1 3 1 4 1 1 1 5 1 6 1 s t e s s a t n e r r u c r e h t o d n a s e s n e p x e d a p e r P i l e a s r o f l e b a l i a v a s t e s s A s t e s s a s t n e r r u c l a t o T : s t e s s a t n e r r u c - n o N t e n i , t n e m p u q e d n a t n a p l , y t r e p o r P s t e s s a l i a c g o o b l i t n e r r u c - n o N l l i w d o o G s t e s s a t n e r r u c - n o n r e h t O s t e s s a s t n e r r u c - n o n l a t o T s t n e m u r t s n i l i a c n a n i f e v i t a v i r e D s t n e m u r t s n i l i a c n a n i f y r a m i r P t e n , l e b a v e c e r i s t n u o c c A t e n , s e i r o t n e v n I s t e s s a l i a c g o o b l i t n e r r u C i l s t n e a v u q e h s a c d n a h s a C s t e s s A : s t e s s a t n e r r u C , 0 2 3 7 1 7 4 2 , 4 8 1 , 0 4 0 8 2 , 1 9 5 , 1 , 8 7 8 2 $ y t i u q e d n a s e i t i l i b a i l l a t o T , 0 2 3 7 1 7 4 2 , 4 8 1 , 0 4 0 8 2 , 1 9 5 , 1 , 8 7 8 2 $ s t e s s a l a t o T . s t n e m e t a t s l i a c n a n i f d e t a d i l o s n o c o t s e t i o n g n y n a p m o c c a e e S 22 INDUSTRIAS BACHOCO, S.A.B. DE C.V. AND SUBSIDIARIES Consolidated Statements of Profit and Loss and Other Comprehensive Income Years ended December 31, 2013, 2012 and 2011 (Thousands of pesos, except share and per share amount) Net revenues Cost of sales Gross profit General, selling and administrative expenses Other income (expenses), net Operating income Finance income Finance costs Net finance income Note 2013 2012 2011 $ 39,710,726 (33,176,599) 39,367,431 (33,318,207) 27,734,990 (24,797,037) 6,534,127 6,049,224 2,937,953 3,291,006 30,704 3,396,655 (23,810) 2,974,733 999,965 3,273,825 2,628,759 963,185 344,785 (226,366) 118,419 270,032 (105,000) 165,032 248,282 (70,640) 177,642 30 29 29 Profit before income taxes 3,392,244 2,793,791 1,140,827 Income taxes Profit for the year 20 1,350,439 602,020 (38,616) $ 2,041,805 2,191,771 1,179,443 Other comprehensive income (loss) items: Items that may be reclassified subsequently to profit or loss: Currency translation effect Items that will not be reclassified subsequently to profit or loss: Actuarial remeasurements Taxes from actuarial remeasurements 32,672 (186,095) 64,387 (61,057) 18,317 - - - - Other comprehensive (loss) income items (10,068) (186,095) 64,387 Comprehensive income for the year Profit attributable to: Controlling interest Non-controlling interest Profit for the year Comprehensive income attributable to: Controlling interest Non-controlling interest Comprehensive income for the year $ $ $ $ $ 2,031,737 2,005,676 1,243,830 2,038,422 3,383 2,184,567 7,204 1,177,346 2,097 2,041,805 2,191,771 1,179,443 2,028,354 3,383 1,998,472 7,204 1,241,733 2,097 2,031,737 2,005,676 1,243,830 Weighted average outstanding shares 599,992,952 598,959,882 599,822,448 Basic and diluted earnings per share 26 $ 3.40 3.65 1.96 See accompanying notes to consolidated financial statements. 23 l a t o T y t i u q e g n i l l o r t n o c - n o N t s e r e t n i l a t o T i d e n a t e R s g n i n r a e l a i r a u t c A s t n e m e r u s a e m e r n g i e r o F y c n e r r u c t e n e v r e s e r n o l i t a s n a r t r o f e v r e s e R f o e s a h c r u p e r s e r a h s e r a h S i m u m e r p l a t i p a C k c o t s y t i u q E ' l s r e d o h k c o t S n i s e g n a h C f o s t n e m e t a t S d e t a d i l o s n o C 1 1 0 2 d n a 2 1 0 2 , 1 3 0 2 , 1 3 r e b m e c e D d e d n e s r a e Y ) s o s e p f o s d n a s u o h T ( y n a p m o C e h t f o s r e n w o o t l e b a t u b i r t t A I I I S E R A D S B U S D N A . . V C E D . . B A S . , O C O H C A B S A R T S U D N I I , 0 2 0 0 3 4 6 , 1 7 1 9 9 2 , 3 0 1 , 0 0 4 6 , 1 , 0 4 3 7 3 7 4 , 1 0 9 6 8 8 , 1 , 4 6 9 9 3 , 2 3 4 4 7 1 , 1 $ ) 2 1 9 ( ) 9 0 2 ( 5 2 0 7 , ) 6 2 9 9 9 2 ( , 7 8 3 4 6 , , 3 4 4 9 7 1 , 1 ) 2 1 9 ( 5 2 0 7 , 7 9 0 2 , , 0 3 8 3 4 2 , 1 7 9 0 2 , , 8 2 8 9 7 3 7 1 , ) 1 9 4 ( ) 5 7 1 , 9 9 2 ( 7 2 1 , 8 3 ) 1 9 4 ( 3 9 9 0 , 1 ) 2 4 1 , 8 ( ) 2 4 1 , 8 ( 1 7 7 , 1 9 1 , 2 ) 5 9 0 6 8 , 1 ( , 6 7 6 5 0 0 2 , , 9 8 6 8 8 0 9 , 1 7 2 1 ) 0 8 7 ( ) , 0 0 4 0 5 9 ( ) 7 2 2 8 , 1 ( 4 0 2 7 , 4 0 2 7 , 8 9 6 6 3 , ) 0 8 7 ( ) 8 6 0 0 , 1 ( 5 0 8 , 1 4 0 2 , 3 8 3 3 , 7 3 7 , 1 3 0 2 , 3 8 3 3 , - - - - - - - - - - ) 9 0 2 ( - - - - - ) 6 2 9 9 9 2 ( , ) 6 2 9 9 9 2 ( , 7 8 3 4 6 , 6 4 3 7 7 1 , 1 , 6 4 3 7 7 1 , 1 , - 3 3 7 , 1 4 2 , 1 6 4 3 7 7 1 , 1 , 1 0 7 , 1 4 3 7 1 , , 0 6 7 4 6 5 1 , 1 3 9 9 0 , 1 - - - - - ) 5 7 1 , 9 9 2 ( ) 5 7 1 , 9 9 2 ( 7 6 5 4 8 , 1 , 2 ) 5 9 0 6 8 , 1 ( 7 6 5 4 8 , 1 , 2 ) 2 9 7 4 9 ( , , 2 7 4 8 9 9 , 1 , 5 7 7 9 8 0 2 , 1 9 9 , 1 5 0 9 , 1 , 0 6 3 5 0 4 7 1 , 7 2 1 - ) 7 2 2 8 , 1 ( - - - ) , 0 0 4 0 5 9 ( ) , 0 0 4 0 5 9 ( - - - - - - - - - - - - - - - - - ) 7 2 2 8 , 1 ( ) 8 6 0 0 , 1 ( , 2 2 4 8 3 0 2 , , 4 5 3 8 2 0 2 , 6 4 8 2 9 , , 2 2 4 8 3 0 2 , - ) 0 4 7 2 4 ( , 8 6 2 , 1 3 1 , 2 ) 0 4 7 2 4 ( , 7 8 3 4 6 , 7 8 3 4 6 , 7 8 3 4 6 , ) 3 0 3 , 1 9 ( ) 3 0 3 , 1 9 ( 1 ) 6 9 6 2 ( , ) 4 7 1 , 0 6 ( ) 4 7 1 , 0 6 ( - - - - - - - - - - - - - - - - ) 9 0 2 ( 1 , 8 4 8 8 3 9 9 0 , 1 4 7 4 9 9 , 7 2 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 , 4 6 9 9 3 1 , 4 6 9 9 3 - - - - - - - e t o N ) d ( 5 2 ) c ( 5 2 t s e r e t n i g n i l l o r t n o c - n o n d e r i u q c A s e r a h s f l o e a s d n a e s a h c r u p e R : r a e y e h t r o f e m o c n i e v i s n e h e r p m o C e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f t i f o r P r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T t s e r e t n i g n i l l o r t n o c - n o n o t i d a p s d n e d v D i i 1 1 0 2 , 1 y r a u n a J t a e c n a a B l i d a p s d n e d v D i i , 2 3 4 4 7 1 , 1 1 1 0 2 , 1 3 r e b m e c e D t a e c n a a B l - - - - - - - ) d ( 5 2 ) c ( 5 2 n o i l i t u o s d m o r f t s e r e t n i g n i l l o r t n o c - n o n f o l a s o p s D i s e r a h s f l o e a s d n a e s a h c r u p e R r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T : r a e y e h t r o f e m o c n i e v i s n e h e r p m o C e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f t i f o r P t s e r e t n i g n i l l o r t n o c - n o n o t i d a p s d n e d v D i i i d a p s d n e d v D i i , 2 3 4 4 7 1 , 1 2 1 0 2 , 1 3 r e b m e c e D t a e c n a a B l - - - - - - - ) d ( 5 2 ) c ( 5 2 ) a ( 1 2 t s e r e t n i g n i l l o r t n o c - n o n o t i d a p s d n e d v D i i t e n , s e r a h s f l o e a s d n a e s a h c r u p e R i d a p s d n e d v D i i t c e f f e n o i t p o d a R 9 1 S A I r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T : r a e y e h t r o f e m o c n i e v i s n e h e r p m o C e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f t i f o r P 6 4 1 , 1 5 1 , 0 2 1 0 3 9 3 , 5 4 8 , 1 1 1 , 0 2 , 8 2 2 6 8 5 8 , 1 ) 7 6 9 0 6 ( , ) 0 9 0 7 8 , ( 1 0 6 9 9 , 1 , 4 6 9 9 3 , 2 3 4 4 7 1 , 1 $ 3 1 0 2 , 1 3 r e b m e c e D t a e c n a a B l . s t n e m e t a t s l i a c n a n i f d e t a d i l o s n o c o t s e t i o n g n y n a p m o c c a e e S 24 INDUSTRIAS BACHOCO, S.A.B. DE C.V. AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2013, 2012 and 2011 (Thousands of pesos) Cash flows from operating activities: Profit for the year Adjustments for: Deferred income tax recognized in profit or loss Current income tax recognized in profit or loss Bargain purchase on business combinations Depreciation Loss on sale of plant and equipment Interest income Interest expense Unrealized foreign currency exchange Foreign exchange loss on loans Note 2013 2012 2011 $ 2,041,805 2,191,771 1,179,443 20 14 30 30 123,022 1,227,417 - 816,673 14,958 (314,245) 226,366 17,950 11,865 235,603 - - 837,807 65,323 (222,063) 105,000 - (52,687) (108,202) - (1,047,245) 745,837 46,671 (193,777) 69,744 - 34,500 Subtotal 4,165,811 3,160,754 726,971 Derivative financial instruments Accounts receivable, net Inventories, net Current and non-current biological assets Prepaid expenses and other current assets Assets available for sale Trade payable and other accounts payable Related parties Income taxes paid Employee benefits (8,797) (8,091) 1,871,404 151,010 (287,478) 2,454 (70,540) (33,944) (843,906) (84,110) 7,270 14,514 (1,368,368) (24,720) (116,728) 44,140 532,030 9,496 - (3,425) 2,689 (435,320) 126,624 (856,908) (216,722) (9,075) 443,987 17,670 - 22,153 Cash flows (used in) provided by operating activities 4,853,813 2,254,963 (177,931) Cash flows from investing activities: Acquisition of property, plant and equipment Proceeds from sale of plant and equipment Financial instruments Other assets Interest collected Business acquisitions (575,411) 57,795 (42,138) (48,210) 314,245 (135,450) (951,760) 81,591 (551,247) 62,726 222,063 - (707,533) 83,946 (201,373) (146,389) 193,777 (1,326,741) Cash flows used in investing activities (429,168) (1,136,627) (2,104,313) Cash flows from financing activities: Payment for repurchase of shares Proceeds for repurchase of shares Dividends paid Proceeds from borrowings Interest paid Dividends paid to non-controlling interest Currency translation effect Disposal of non-controlling interest from disolution Principal payment on loans (3,071) 3,198 (950,400) 1,507,700 (226,366) (780) - - (2,181,166) (85,545) 96,538 (299,175) 3,069,787 (105,000) (491) (93,397) (8,142) (2,130,805) (6,153) 5,944 (299,926) 1,921,609 (60,809) (912) 33,440 - (774,601) Cash flows (used in) provided by financing activities (1,850,885) 443,770 818,592 Net (decrease) increase in cash and cash equivalents 2,573,760 1,562,106 (1,463,652) Cash and cash equivalents at January 1 4,179,541 2,625,661 3,967,874 Effect of exchange rate fluctuations on cash and cash equivalents (36,407) (8,226) 121,439 Cash and cash equivalents at December 31 $ 6,716,894 4,179,541 2,625,661 See accompanying notes to consolidated financial statements. 25 INDUSTRIAS BACHOCO, S.A.B. DE C.V. AND SUBSIDIARIES Notes to the Consolidated Financial Statements Years ended December 31, 2013, 2012 and 2011 (Thousands of Mexican pesos, except amounts per share) (1) Reporting entity Industrias Bachoco, S.A.B. de C.V. and subsidiaries (hereinafter Bachoco or the Company) is a public stock company with variable capital incorporated on April 17, 1980, as a legal entity. The Company’s registered address is Avenida Tecnológico 401, Ciudad Industrial, Celaya, Guanajuato, Mexico. The Company is engaged in breeding, processing and marketing poultry (chicken and eggs), swine and other products (primarily balanced animal feed). Bachoco is a holding company that has control over a group of subsidiaries (see note 5). The shares of the Company are listed on the Mexican Stock Exchange (BMV for its Spanish acronym) under the symbol “Bachoco,” and in the New York Stock Exchange (NYSE), under the symbol “IBA”. Significant event During 2013, the Company informed the National Service of Sanity, Safety and Food Quality (SENASICA, by its Spanish acronym) the presence of a H7N3 avian flu outbreak in some of the Company’s farms located in the state of Guanajuato and in the limits of the Jalisco and Guanajuato states. The financial effects derived from the outbreak were a charge to cost of sales in 2013 for $350,821 related to the destruction of birds and eggs inventory. As of the date of the issuance of the consolidated financial statements, the National Agriculture, Husbandry, Rural Development, Fishing and Food Agency maintains a monitoring process of the outbreak in both states. (2) Basis of preparation a) Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standard Board (IASB), adopted by public entities in Mexico in accordance with the amendments to Rules for Public Companies and other Entities Trading on the Mexican Stock Exchange, established by the Mexican National Banking and Securities Commission on January 27, 2009, according to which, beginning in 2012, the Company is required to prepare financial statements in accordance with IFRS as issued by the IASB. On April 28, 2014, the accompanying consolidated financial statements and related notes were authorized for issuance by the Company’s Finance Director, Mr. Daniel Salazar Ferrer and the Company’s Controller Director, Mr. Marco Antonio Esparza Serrano, for the Audit Committee, Board of Directors and Stockholders’ approvals. In accordance with the Mexican General Corporate Law and the bylaws of the Company, the stockholders are empowered to modify the consolidated financial statements after their issuance. b) Reclassifications (a) Criteria for classification of inventory and biological assets During 2013, the Company decided to reclassify live poultry, formerly presented within inventory, to current biological assets in order to provide a more accurate presentation based on the nature of the assets. Prior year financial information was adjusted for such reclassification, for which reason the accompanying consolidated financial statements include a consolidated statement of financial position as of January 1, 2012. 26 The following table shows the impact of the reclassifications of inventories to biological assets on the consolidated statement of financial position: Inventories, net Current biological assets Inventories, net Current biological assets December 31, 2012 originally reported Increase or (decrease) from reclassification 5,829,837 266,482 6,096,319 (1,230,482) 1,230,482 December 31, 2012 retrospectively reclassified 4,599,355 1,496,964 6,096,319 January 1, 2012 originally reported Increase or (decrease) from reclassification January 1, 2012 retrospectively reclassified 4,562,355 217,354 4,779,709 (1,331,368) 1,331,368 3,230,987 1,548,722 4,779,709 $ $ $ $ The reclassification also resulted in changes to the consolidated statement of cash flows with respect to the amounts reported for inventories and biological assets, as follows: Inventories, net Current and non-current biological assets Inventories, net Current and non-current biological assets December 31, 2012 originally reported Increase or (decrease) from reclassification December 31, 2012 retrospectively reclassified (1,267,482) (100,886) (1,368,368) (125,606) 100,886 (24,720) (1,393,088) (1,393,088) December 31, 2011 originally reported Increase or (decrease) from reclassification December 31, 2011 retrospectively reclassified (387,569) 514,193 126,624 (342,715) (514,193) (856,908) (730,284) (730,284) $ $ $ $ 27 c) Basis of measurement The accompanying consolidated financial statements were prepared on the historical cost basis (historical cost is generally based on the fair value of the consideration given in exchange for goods and services) except for the following material items in the consolidated statement of financial position, which are measured at: i.Fair value • • • Derivative financial instruments for trading and hedging, and the investments in primary debt and equity instruments at fair value through profit or loss Biological assets Defined benefit plan assets Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable either directly or indirectly. Level 3 inputs are unobservable inputs. ii.Present value • Defined benefit obligation The present value discounts future cash flows to a present day amount using a discount rate. d) Functional and presentation currency These consolidated financial statements are presented in thousands of Mexican pesos (pesos or $), national currency of Mexico, which is the Company’s recording and functional currency, except for the foreign subsidiary that uses the U.S. dollar as its recording and functional currency. For disclosure purposes, in the notes to the consolidated financial statements, “thousands of pesos” or “$” means thousands of Mexican pesos, and “thousands of dollars” means thousands of U.S. dollars. When deemed relevant, certain amounts are included between parentheses as a translation into thousands of dollars, into thousands of Mexican pesos, or both, as applicable. These translations are performed for the convenience of the reader at the closing exchange rate, which is $13.09, as of December 31, 2013. 28 e) Use of estimates and judgments The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and significant assumptions are reviewed on an ongoing basis. Changes arising from these reviews are recognized in the period in which they are reviewed and in any future periods affected. Critical accounting judgments and key sources of estimation uncertainty Below are critical estimates and assumptions in the application of accounting policies with significant effects on the amounts recognized in the consolidated financial statements, as well as information on assumptions and uncertainty of estimates that have a significant risk of resulting in a material adjustment in future years. i.Fair value of biological assets The Company estimates the fair value of biological assets as the price that would be received or paid in an orderly transaction between market participants at the measurement date. As part of the estimate, the Company considers the maturity periods of such assets, the necessary time span for the biological assets to reach a productive stage, as well as future economic benefits obtained. The balance of current biological assets is integrated by hatching eggs, growing pigs and growing poultry, while the balance of non-current biological assets is integrated by poultry in its different production stages, and breeder pigs. Non-current biological assets are valued at its production cost less accumulated depreciation or accumulated impairment losses, because the Company considers there is no observable or reliable market for such assets. Also, the Company considers there is no reliable method for measuring the fair value of non-current biological assets. Current biological assets are valued at fair value when there is an observable market, less sale expenses. ii.Business combinations or acquisition of assets Management uses its professional judgment to determine whether the acquisition of a group of assets constitutes a business combination. This determination may have a significant impact in how the acquired assets and assumed liabilities are accounted for, both at the initial recognition and subsequently. Key sources of estimation uncertainty The following are the key assumptions which are source of estimation uncertainty at the end of the reference reporting period which may have a significant risk of causing a material adjustment to and do not have significant effects on the recorded amounts in the consolidated financial statements. iii. Assessments to determine the recoverability of deferred tax assets As part of the tax analysis carried out by the Company, on an annual basis the Company prepares projections of taxable income for purposes of determining if taxable income will be sufficient to recover the benefit of deferred tax assets recognized from deductible temporary differences, including tax losses and other tax credits. iv. Useful lives and residual values of property, plant and equipment Useful lives and residual values of property, plant and equipment are used to determine depreciation expense of such assets and are defined according to the analysis by internal and external specialists. Useful lives and residual values are reviewed periodically at least once a year, based on the current conditions of the assets and the estimate of the period during which 29 they will continue to generate economic benefits to the Company. If there are changes in the estimate, measurement of the net carrying amount of assets and the corresponding depreciation expense are prospectively affected. v. Measurements and disclosures at fair value Fair value is a measurement based on the price a market participant would be willing to receive to sell an asset or pay to transfer a liability, and is not a measure specific to the Company. For some assets and liabilities, observable market transactions or market information may be available. For other assets and liabilities, observable market transactions and market information may not be available. However, the purpose of a measurement at fair value in both cases is to estimate the price at which an orderly transaction to sell the asset or to transfer the liabilities would be carried out among the market participants at the date of measurement under current market conditions. When the price of an identical asset or liability is not observable, the Company determines the fair value using another valuation technique which maximizes the use of relevant observable information and minimizes the use of unobservable information. As the fair value is a measurement based on the market, it is measured using the assumptions that market participants would use when they fix a price to an asset or liability, including assumptions about risk. vi. Impairment of long-lived assets and goodwill The carrying amount of long-lived assets is reviewed for impairment when situations or changes in circumstances indicate that it is not recoverable, except for goodwill which is reviewed on an annual basis. If there are indicators of impairment, a review is carried out to determine whether the carrying amount exceeds its recoverable value and whether it is impaired. The recoverable value is the highest of the asset’s fair value, less selling costs, and its value in use which is the present value of the future estimated cash flows generated by the asset. The value in use calculation requires the Company’s management to estimate the future cash flows expected to arise from the asset and/or from the cash-generating unit and a suitable discount rate in order to calculate present value. vii.Contingencies Due to their nature, contingencies can solely be resolved when they occur or one or more future events or one or more uncertain events that are not entirely under the control of the Company. The assessment of such contingencies significantly requires the exercise of judgments and estimates on the possible outcome of those future events. The Company assesses the probability of loss of lawsuits and contingencies according to the estimates made by its legal advisors. These estimates are reconsidered periodically. viii.Other non-significant estimates • f) Allowance for doubtful accounts (Note 9). Basis of presentation (b) i. New and amended IFRS that affect reported balances and/or disclosures in financial statements In the current year, the Company adopted a series of new and amended IFRS issued by the IASB which are binding and go into effect from fiscal years beginning on or after January 1, 2013. Amendments to IFRS 7 Disclosures - Offset of financial assets and liabilities The Company applied the amendments to IFRS 7 Disclosures- Offsetting of financial assets and liabilities for the first time in the current year. Amendments to IFRS 7 require companies to disclose information about offsetting rights and related agreements for recognized financial instruments that are subject to a master close-out netting agreement or similar agreement. 30 Amendments to IFRS 7 apply retroactively. As the Company does not have any close-out netting agreement, the adoption of the amendments had no significant effect in disclosures or in balances recognized in the consolidated financial statements. Modified standards on consolidation, joint arrangements, associates and disclosures In May 2011, a package of five standards on consolidation, joint arrangements, associates and disclosures standards that comprise IFRS 10 Consolidated financial statements, IFRS 11 Joint arrangements, IFRS 12 Disclosure of interests in other entities, IAS 27 (as revised in 2011) Separate financial statements and IAS 28 (as revised in 2011) Investments in associates and joint ventures, were issued. Subsequent to the issuance of these standards, amendments to IFRS 10, IFRS 11 and IFRS 12 were issued to clarify certain transitional guidance on the first-time application of the standards. In the current year, the Company has applied these standards for the first time, together with the amendments to IFRS 10, IFRS 11, and IFRS 12 regarding the transitional guidance. Both IAS 27 and IAS 28 do not apply to the Company’s consolidated financial statements, since these financial statements are not separate financial statements, nor does it have investments on which it has significant influence or joint control that result in the application of the equity method. As of the issuance date of the consolidated financial statement, separate financial statements were issued in order to comply with statutory requirements for the Company as legal entity and IAS 27 was applied for its preparation. The impact of these standards is shown below: Impact of the application of IFRS 10 IFRS 10 replaces the parts of IAS 27 Consolidated and separate financial statements that deal with consolidated financial statements and SIC-12 Consolidation – special purpose entities. IFRS 10 changes the definition of control such that an investor has control over an investee when a) it has power over the investee, b) it is exposed, or has rights, to variable returns from its involvement with the investee and c) has the ability to use its power to affect its returns. All three of these criteria must be met for an investor to have control over an investee. Previously, control was defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Additional guidance has been included in IFRS 10 to explain when an investor has control over an investee. Some guidance included in IFRS 10 that deals with whether or not an investor that owns less than 50% of the voting rights in an investee has control over the investee is relevant to the Company. Specifically, the Company, through its subsidiary Bachoco, S.A. de C.V., has a 51% equity interest in four entities engaged in breeding and marketing poultry. As the Company has substantive rights over such entities, which grant it the power over the relevant activities that affect its variable returns arising from its interests, it has concluded that it has control over such entities. In addition, the Company has an equity interest of 64.00% in PEC LAB, S.A. de C.V., which also grants the Company substantive rights in the entity, providing it the power over the relevant activities that affect its variable returns arising from its interests, for which reason it has concluded that is has control over the entity. Due to the application of IFRS 10, there were no changes to the consolidation of entities on which control thereon was determined in prior periods. Impact of the application of IFRS 11 IFRS 11 replaces IAS 31 Interests in joint ventures, and the guidance contained in a related interpretation, SIC-13 Jointly controlled entities – non-monetary contributions by venturers, has been incorporated in IAS 28 (as revised in 2011). IFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified and accounted for. Under IFRS 11, there are only two types of joint arrangements – joint operations and joint ventures. 31 The classification of joint arrangements under IFRS 11 is determined based on the rights and obligations of parties to the joint arrangements by considering the structure, the legal form of the arrangements, the contractual terms agreed by the parties to the arrangement, and, when relevant, other facts and circumstances. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint ventures) have rights to the net assets of the arrangement. The initial and subsequent accounting of joint ventures and joint operations is different. Investments in joint ventures are accounted for using the equity method. Investments in joint operations are accounted for such that each joint operator recognizes and records its assets, its liabilities, its revenues, and its expenses, relating to its interest in the joint operation in accordance with the applicable standards. As mentioned in the analysis of impact for the adoption of IFRS 10, Company’s management examined and assessed the classification of the investments it has through its subsidiary Bachoco, S.A. de C.V., where it has equity interest of 51% to determine whether or not it had control or joint control. Management concluded that such investments should be classified as subsidiaries and not as joint arrangements. The Company also analyzed certain agreements it has entered into with respect to broiler operations and determined that such arrangements constitute joint operations. The accounting for these joint operations under IFRS 11 is consistent with the treatment previously applied by the Company and therefore no impact of adoption has been reflected in the consolidated financial statements. Impact of the application of IFRS 12 IFRS 12 is a new disclosure standard and is applicable to entities that have equity interests in subsidiaries, associates, joint arrangements and/or unconsolidated structured entities. In general, the application of IFRS 12 has resulted in more extensive disclosures in the consolidated financial statements, in relation to significant judgments made by the Company to determine the nature of its equity interests in other entities, as well as the equity interest that the non-controlling entity has in the Company’s activities and in its cash flows. IFRS 13 Fair value measurement The Company has applied IFRS 13 for the first time in the current year. IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. IFRS 13 requires prospective application from January 1, 2013. In addition, specific transitional provisions were given to entities such that they need not to apply the disclosure requirements set out in the Standard in comparative information provided for prior periods before the initial application of the Standard. In accordance with these transitional provisions, the Company has not made any new disclosures required by IFRS 13 for the 2012 comparative period. Other than the additional disclosures, the application of IFRS 13 has not had any material impact on the amounts recognized in the consolidated financial statements. Amendments to IAS 1 Presentation of items of other comprehensive income The Company applied the amendments to IAS 1 Presentation of items of other comprehensive income for the first time in the current year. The amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other comprehensive income section: (a) items that will be reclassified to profit and loss and (b) items that will not be reclassified to profit and loss. Income tax on items of other comprehensive income is required to be allocated on the same basis and the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modified to reflect the changes. In addition to the aforementioned presentation changes, the application of the amendments to IAS 1 does not result in any impact on profit and loss, other comprehensive income or total comprehensive income. 32 IAS 19 Employee benefits – (revised in 2011) In the current year, the Company applied IAS 19, Employee benefits (revised in 2011) and its consequential amendments for the first time. Amendments to IAS 19 change the accounting treatment of defined benefit plans and benefits for termination of the employment relationship. The most important change refers to the accounting treatment for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and the fair value of the plan assets when they occur and, therefore, eliminate the “corridor approach” allowed under the previous version of IAS 19 and accelerate the recognition of prior service costs. The amendments require that all actuarial gains and losses are recognized immediately through other comprehensive income, for the net asset or liability recognized in the consolidated statement of financial position to reflect the total value of the deficit or surplus of the plan. Additionally, the interest cost and the expected return on plan assets used in the previous version of IAS 19 are replaced with the amount of net interest, which is calculated by applying the same discount rate to the net defined benefit asset or liability. In summary, IAS 19 (revised in 2011) introduces certain changes in the presentation of the cost of defined benefits, including more extensive disclosures. Beginning January 1, 2013, the Company applied the new accounting, presentation and disclosure requirements established in IAS 19 (revised in 2011). However, given that the adoption of this standard did not have a significant impact on the Company’s consolidated statements of financial position, the corresponding comparative amounts were not retrospectively adjusted. The effect of the adoption of this standard as of January 1, 2013 was $25,315. (c) ii. New standards and interpretations not yet adopted The Company has not applied the following new and revised IFRS that have been issued, but that they have not gone into effect yet at December 31, 2013. • IFRS 9 Financial instruments, issued in November 2009 and amended in October 2010, introduced new requirements for the classification and measurement of financial liabilities and derecognition. All recognized financial assets that are within the scope of IAS 39 Financial instruments: recognition and measurement are required to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the outstanding principal are generally measured at amortized cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair value at the end of subsequent accounting periods. The most significant effect of IFRS 9 with respect to the reclassification and measurement of financial liabilities is related to the accounting for changes in the fair value of a financial liability (designated as at fair value through profit and loss), attributable to changes in the credit risk of that liability. Specifically, under IFRS 9, for financial liabilities designated at fair value through profit and loss, the amount of change in fair value of the financial liability attributable to changes in credit risk of that liability is recognized in items of other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in items of other comprehensive income would create or enlarge an accounting mismatch in profit and loss. Changes in fair value attributable to a financial liability’s credits risk are not subsequently reclassified to profit and loss. Previously, under IAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit and loss is presented in profit and loss. IFRS 9 Financial instruments, issued in November 2013, introduces a new chapter for the accounting for hedges, establishing a new hedge accounting model that is designed to be more adhered to how entities assume risk management activities when they cover both financial and non-financial risk exposures. Similarly, it allows an entity to apply solely the requirements introduced in IFRS 9 (2010) for the presentation of profits and losses on financial liabilities designated at fair value through profit and loss, without applying the other requirements of IFRS 9, which means that the portion of the change in fair value related to changes in the own entity’s credit risk can be presented in items of other comprehensive income rather than in profit and loss. 33 As IFRS 9 (2013) eliminates the effective date of mandatory application of IFRS 9 (2013), IFRS 9 (2010) and IFRS 9 (2009), as well as the required disclosures of IFRS 7 derived from the adoption of IFRS 9, leaving the effective date open to the end of the impairment, classification and measurement requirements. The Company has decided not to adopt it until the effective date, and it is not practical to quantify the effect unless the aforementioned stages are concluded definitively, and the final versions are issued. • Amendments to IFRS 10, IFRS 12 and IAS 27, provide investment entities with an exemption to consolidate certain subsidiaries and, rather, they require that an investment entity measures the investment of each one of the eligible subsidiaries at fair value through profit and loss under IFRS 9 or IAS 39. In addition, these amendments require disclosures about the reasons for which an entity is deemed an investment entity, entity’s unconsolidated subsidiaries’ details, and nature of the relationship and certain transactions between the investment entity and its subsidiaries. The amendments are effective for annual periods beginning on or after January 1, 2014. The amendments to these standards have not been early adopted, and their adoption is not expected to have an effect on the Company’s financial information, as it is not classified as an investing entity. • Amendments to IAS 19 (2011) Employee benefits, in regards to employee contributions on defined benefit plans, clarify the requirements relating to how contributions from employees or third parties that are linked to the service should be attributed to periods of service. In addition, it allows a practical resource if the amount of the contributions is independent from the number of years of service in which contributions can be, but are not required to be recognized as a reduction in the service cost in the period in which the related service is rendered. These amendments are effective for annual periods beginning on or after July 1, 2014. The amendments to this standard have not been early adopted by the Company and no material effects are expected due to their adoption since employees do not make contributions to the defined benefit plan. • Amendments to IAS 32 Offsetting financial assets and financial liabilities, with respect to offsetting financial assets and financial liabilities and the related disclosures clarify existing application issues related to offsetting requirements. Specifically, the amendments clarify the meaning of “currently has a legally recognized right to offsetting” and “simultaneous realization and offsetting.” Amendments to IAS 32 are effective for annual periods beginning on or after January 1, 2014, applied retroactively. This standard has not been early adopted by the Company, and no material effects on its consolidated financial statements are expected since the Company does not have offsetting agreements. • Amendments to IAS 36 Impairment of assets, reduce the circumstances in which the recoverable amount of assets or cash generating units are required to be disclosed, clarify the disclosures required, and introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. Amendments to IAS 36 are effective for annual periods beginning on or after January 1, 2014. The amendments to this standard have not been early adopted by the Company and no material on the amounts recognized in the consolidated financial statements since the Company has included the majority of the disclosures required by this amended IAS. • Amendments to IAS 39 Financial instruments, recognition and measurement, clarify that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided certain criteria are met. A novation indicates an event where the original parties to a derivative agree that one or more settling counterparties replace their original counterparty to become a new counterparty to any of the parties. In order to apply the amendments and continue hedge accounting, novation to a central counterparty (CCP) must happen as a consequence of laws or regulations or the introduction thereof. Amendments to IAS 39 are effective for annual periods beginning on or after January 1, 2014. The amendments to this standard have not been early adopted by the Company and no material effects are expected on the consolidated financial statements due to their adoption, since the Company does not have novation agreements. • Annual Improvements to 2010-2012 Cycle make amendments to: IFRS 2, Share-Based Payment, by amending the definitions for consolidation (irrevocability) of concessions and market conditions, and adding definitions for performance condition and service condition; IFRS 3, Business Combinations, which require that contingent considerations classified as an asset or liability are measured at fair value at the reporting date; IFRS 8, Operating 34 segments, requires disclosure of the judgments made by management in applying the aggregation criteria to operating segments, clarifying that reconciliations of segment assets are required solely if assets are reported regularly; IFRS 13, Fair Value Measurement, clarifies that the issuance of IFRS 13 and the amendments to IFRS 9 and IAS 39 did not remove the ability to measure certain short-term receivables and payables on an undiscounted basis (amendment to conclusion bases solely); IAS 16, Property, Plant and Equipment and IAS 38, Intangible Assets, clarifying that the gross amount of property, plant and equipment is adjusted in a manner consistent with a revaluation of the carrying amount; and IAS 24, Related Party Disclosures, clarifying how payments to entities providing management services are to be disclosed. These improvements are applicable to annual periods beginning on or after 1 July 2014. The Company has yet to complete its evaluation of whether these improvements will have a significant impact on its consolidated financial statements. • Annual Improvements to 2011-2013 Cycle makes amendments to the following standards: IFRS 1 First-time adoption of IFRS, clarifying which versions of IFRSs can be used on initial adoption (amendments to conclusion bases solely); IFRS 3, clarifying that the standard excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself; IFRS 13, clarifying the scope of the portfolio exception of paragraph 52 of the standard, which allows an entity to measure the fair value of a group of financial assets and financial liabilities on the basis of the price that would be received for selling a net long position or at which a net short position would be transferred, both for a particular risk exposure in an orderly transaction between market participants at the measurement date under current market conditions; IAS 40 Investment property, clarifying the interrelationship of IFRS 3 and IAS 40 when classifying a property as an investment property or as an owner-occupied property. These improvements are applicable to annual periods beginning on or after 1 July 2014. The Company has yet to completed its evaluation of whether these improvements will have a significant impact on its consolidated financial statements, except for improvements to IFRS 1, which is a standard applicable solely to first-time adopters, and therefore no impacts are expected at a consolidated level for the Company. • Interpretation of the International Financial Reporting Standards (IFRIC) 21 Levies, provides guidance on when to recognize a liability for a levy imposed by a government, both for levies that are accounted for in accordance with IAS 37 Provisions, contingent liabilities and contingent assets, and those where the timing and amount of the levy is certain. The interpretation identifies the binding event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. In addition, it provides the following guidance in the recognition of a levy payment liability, where the liability is recognized progressively if the binding event occurs over a period of time, and if an obligation is triggered on reaching a minimum threshold, the liability is recognized when that minimum threshold is reached. This interpretation is effective for periods beginning on or after January 1, 2014, with early adoption permitted. The Company has not early adopted this IFRIC. The Company has yet to complete its evaluation of whether this interpretation will have a material impact on its consolidated financial statements. (3) Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by the Company and its subsidiaries. a) Basis of consolidation i. Subsidiaries Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases (see note 5). ii. Transactions eliminated in consolidation Profits and losses of subsidiaries acquired or sold during the year are included in the consolidated statements of profit and loss and other comprehensive income from the acquisition date to the selling date, as the case may be. 35 Where necessary, subsidiaries’ financial statements are adjusted to align their accounting policies with the Company accounting policies. Significant consolidated intercompany balances and transactions, and any unrealized gains and losses arising from transactions between consolidated companies have been eliminated in preparing the consolidated financial statements. iii.Business acquisitions Business acquisitions are accounted for using the acquisition method. For each business acquisition, non-controlling interest in the acquiree is valued either at fair value or according to the proportionate interest in acquiree’s identifiable net assets. On a business acquisition, the Company evaluates the assets acquired and the liabilities assumed for proper classification and designation according to the contractual terms, economic circumstances and relevant conditions at the acquisition date. Goodwill is originally valued at cost, and represents any excess of the transferred consideration over the net assets acquired and liabilities assumed. If after a revaluation, the net amount of identifiable acquired assets and assumed liabilities as of the acquisition date exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquired company and the fair value of the prior shareholding of the acquirer in the acquired company (if any), the excess is immediately recognized in the consolidated statement of profit and loss and other comprehensive income as a purchase gain at bargain price. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs related to a business combination are expensed as incurred. Certain contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration will be recognized in profit and loss. b) Foreign currency i.Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain and loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for interest and effective payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are valued at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising in translation are recognized in profit and loss. ii.Translation of foreign operations Assets and liabilities, including goodwill and fair value adjustments arising on acquisition, of foreign operations whose functional currency differs from the reporting currency, are translated into pesos at exchange rates at the reporting date. Income and expenses are translated to pesos at the average exchange rate of the period of the transactions. Foreign currency differences are recognized in other comprehensive income, and presented in the foreign currency translation reserve in stockholders’ equity. 36 Foreign exchange gains and losses arising from an item received from or payable to a foreign transaction, whose settlement is neither planned nor likely in the foreseeable future, are considered part of a net investment in a foreign transaction and are recognized under the “other comprehensive income” account, and presented within stockholders’ equity in the foreign currency translation reserve. For the years ended December 31, 2013, 2012 and 2011 the Company did not enter into such operations. c) Financial instruments i. Non-derivative financial assets Non-derivative financial assets of the Company include cash and cash equivalents, primary financial instruments (financial assets designated at fair value through profit or loss and financial assets held to maturity), trade receivable and other receivables. The Company initially recognizes accounts receivable and cash equivalents on the date that they arise. All other financial assets (including assets designated at fair value through profit and loss) are initially recognized on the trading date, which is the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which all the risks and rewards of ownership of the financial asset are substantially transferred. Financial assets and liabilities are offset and the net amount is presented in the statement of financial position solely if the Company has a legal right to offset the amounts and intends either to settle them on a net basis of financial assets and liabilities or otherwise realize the asset and settle the liability simultaneously. Financial assets valued at fair value through profit and loss A financial asset is presented at fair value through profit and loss if it is classified as held-for-trading or is designated as such on initial recognition. Financial assets are designated at fair value through profit and loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company´s investment or risk management policy. Costs attributable to the acquisition or issue of such financial assets are recognized in profit and loss as incurred. Financial assets at fair value through profit and loss are measured at fair value, and changes therein are recognized in profit and loss. Held-to-maturity financial assets Held-to-maturity financial assets are financial assets that the Company has the intention and ability to hold such debt instruments to maturity. Held-to-maturity financial assets are originally recognized at fair value plus any directly attributable transaction costs. Subsequently to initial recognition, held-to-maturity financial assets are measured at their amortized cost by using the effective interest method, less any impairment losses. Any sale or reclassification of a more than insignificant amount of held-to-maturity financial assets would result in the reclassification of all held-to-maturity investments as available- for-sale, and prevent the Company from classifying investment securities as held-to-maturity for the current and the following two years. The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income or cost over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date, which are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments. 37 Receivables Receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, receivables are measured at amortized cost. Receivables comprise trade and other receivables. ii. Non-derivative financial liabilities Debt and/or equity instruments are classified as financial liabilities or as equity according to the substance of the contractual agreement and the definitions of liability and equity. All financial liabilities are initially recognized on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are met, cancelled or expire. The Company has the following non-derivative financial liabilities: short-term and long-term debt, and trade and other payables. The aforementioned financial liabilities are originally recognized at fair value, plus costs directly attributable to the transaction. Subsequently, these financial liabilities are measured at amortized cost during their term. iii. Derivative financial instruments Derivative financial instruments entered into for fair value hedging or for trading purposes are initially recognized at fair value; any attributable transaction costs are recognized in profit and loss as incurred. Subsequent to the initial recognition, such derivative financial instruments are measured at fair value, and changes in such value are immediately recognized in profit and loss. Fair value of derivative financial instruments that are traded in recognized financial markets is based on quotes issued by these markets; when a derivative financial instrument is traded in the “over the counter” market, the fair value is determined based on internal models and market inputs accepted in the financial environment. The Company analyzes if there are embedded derivatives that should be segregated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related. A separate instrument with the same terms as those of the embedded derivative meets the definition of a derivative, and the combined instrument is not measured at fair value through profit and loss. Changes in fair value of the separable embedded derivatives are immediately recognized in profit and loss. At December 31, 2013, 2012 and 2011, the Company has not recognized embedded derivatives. The Company has derivative financial instruments designated as fair value hedged for its exposure to commodity price risks resulting from its operating activities. Derivative financial instruments that do not meet the requirements for hedge accounting treatment are accounted for as trading derivative financial instruments. On initial designation of the derivative as a hedging instrument, the Company formally documents the relationship between hedging instruments and hedged items, including the risk management objectives and strategy in undertaking the hedge transaction, and the methods that will be used to assess the prospective and retrospective effectiveness of the hedging. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value of the respective hedged items during the period for which the hedge is designated and whether the actual results of each hedge are within a range of 80 – 125 percent. If the hedging instrument no longer meets the criteria for the hedging accounting treatment, expires or is sold, terminated or exercised, or the designation is revoked, then hedging accounting treatment is discontinued prospectively. 38 iv. Capital stock Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares are recognized as a deduction from equity, net of any tax effects. Stock repurchase When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve for repurchase of shares. When treasury shares are sold or are re-issued subsequently, the amount received as well as the resulting surplus or deficit on the transaction is recognized in equity. d) Property, plant and equipment i.Recognition and measurement Property, plant and equipment, are recorded at acquisition cost less accumulated depreciation, except for land, and any accumulated impairment losses. Land is measured at the acquisition costs les any accumulated impairment losses. Acquisition cost includes the purchase price, as well as any cost directly attributable to the acquisition of the asset, including all costs to directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. When components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. An item of property, plant and equipment is derecognized at the time of disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains or losses on the sale of an item of property, plant and equipment are determined by comparing the proceeds from the sale with the carrying amount of property, plant and equipment, and are recognized net under “other income (expenses)” in profit and loss for the year. ii.Subsequent costs The replacement cost of an item of property, plant and equipment is capitalized if the future economic benefits associated with the cost are expected to flow to the Company and the related cost is reliably determined. The carrying amount of the replaced item is written off from the accounting records. Maintenance and repair expenses related to property, plant and equipment are expensed as incurred. iii.Depreciation During 2013, based on the analysis performed by the Company, a change to the estimate of residual values of certain fixed assets occurred, which resulted in a decrease to depreciation expense of $49,061, recorded in the consolidated statement of profit and loss and other comprehensive income for the year. Depreciation is calculated on the cost of the asset less its residual value, using the straight line method, based on the estimated useful life of the assets. Depreciation is recognized in profit and loss beginning from the time when the assets are available for use. Land is not depreciated. 39 Below are the estimated useful lives for 2013, 2012 and 2011: Buildings Machinery and Equipment Vehicles Computers Furniture Average useful Life 46 19 11 8 11 The Company has estimated the following residual values, including the aforementioned change from the Company’s current year analysis, described on note 2 (e) iv: Buildings Machinery and Equipment Vehicles Computers Furniture e) Goodwill Residual Value 9% 8% 5% 0% 2% Goodwill arises as a result of the acquisition of a business over which control is obtained and is measured at cost less cumulative impairment losses; it is subject to annual tests for impairment. f) Biological assets Biological assets are measured at fair value less costs of sale, with any change therein recognized in profit and loss. Costs of sale include all costs that would be necessary to sell the assets, excluding finance costs and income taxes. The Company’s biological assets consist of growing poultry, poultry in its different production stages, hatching eggs, breeder pigs, and growing pigs. When fair value cannot be reliably, verifiably and objectively determined, assets are valued at production cost less accumulated depreciation, and any cumulative impairment loss (reduction). Depreciation related to biological assets forms part of the cost of inventories and current biological assets and is ultimately recognized within cost of sales in the statement of profit and loss and other comprehensive income. Depreciation of poultry and breeder pigs is estimated based on the expected future life of such assets and is calculated on a straight-line basis. Poultry in its different production stages Breeder pigs Expected average useful life (weeks) 40-47 156 Biological assets are classified as current and non-current assets, based on the nature of such assets and their purpose, whether for commercialization or for reproduction and production. 40 g) Leased assets Operating leases entered into by the Company as of December 31, 2013, 2012 and 2011 are not recognized in the Company’s statement of financial position. Operating lease rentals paid by the Company are recognized in profit and loss using the straight-line method over the lease term, even though payments may not be made on the same basis. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained at the end of the lease term, assets are depreciated over the shorter of the lease term or their useful lives. As of December 31, 2013, 2013, and 2011 the Company has not entered into any finance lease agreements. h) Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on average cost, and includes expenditure incurred for acquiring inventories, production or transformation costs, and other costs incurred for bringing them to their present location and condition. Agricultural products derived from biological asses are processed chickens and commercial eggs. Net realizable value is the estimated selling price in the ordinary course of business, less the costs necessary to make the sale. Cost of sales represents cost of inventories at the time of sale, increased, if applicable, by reductions in inventory to its net realizable value, if lower than cost, during the year. The Company records the necessary reductions in the value of its inventories for impairment, obsolescence, slow movement and other factors that may indicate that the use or performance of the items that are part of the inventory may be lower than the carrying value. i) Impairment i.Financial assets A financial asset that is not recorded at fair value through profit and loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of a loss event after the initial recognition of the asset, and that such loss event had a negative impact on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Company, evidence that a debtor may go bankrupt, or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged reduction in its fair value below its cost is objective evidence of impairment. The Company considers evidence of impairment for financial assets valued at amortized cost (accounts receivables and held-to-maturity investment securities) both individually and collectively. All individually significant receivables and held-to- maturity investment securities are assessed for specific impairment. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics. In assessing collective impairment, the Company uses historical trends of probabilities of default, timeliness of recoveries and the amount of loss incurred, adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are greater or less than those suggested by historical trends. 41 An impairment loss related to a financial asset valued at amortized cost is calculated as the difference between the carrying amount of the asset and the present value of estimated future cash flows discounted at the effective interest rate. Losses are recognized in profit and loss and reflected in an allowance account against receivables or held-to-maturity investment securities. Interest on impaired assets continues being recognized. When a subsequent event that occurs after impairment has been recognized, it results in the reduction of the loss amount; this reduction is reversed through profit and loss. ii.Non-financial assets The carrying amounts of the Company´s non-financial assets, other than inventories, biological assets and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the recoverable amount of the asset is estimated. Goodwill and indefinite-lived intangible assets are tested annually for impairment on the same dates. The Company defines the cash generating units and also estimates the periodicity and cash flows that they should generate. Subsequent changes in the group of cash-generating units, or changes in the assumptions that support the cash flow estimates or the discount rate could impact the carrying amounts of the respective asset. The main assumptions for developing estimates of recoverable amounts requires the Company’s administration to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate its present value. The Company estimates cash flow projections considering current market conditions, determination of future prices of goods and volumes of production and sales. In addition, for the purposes of the discount and perpetuity growth rate, the Company uses indicators of market and expectations of long-term growth in the markets in which the Company operates. The Company estimates a discount rate before taxes for the purposes of the goodwill impairment test that reflects the risk of the cash-generating units and that enables the calculation of present value of expected future cash flows, as well as to reflect risks that were not included in the cash flow projection assumptions and premises. The discount rate that the Company estimates is based on the waged average cost of capital. In addition, the discount rate estimated by the Company reflects the return that market participants would require if they had made a decision about an equivalent asset, as well as the expected generation of cash flow, time, and risk-and-return profiles. The Company annually reviews the circumstances which led to an impairment loss arising from cash-generating units to determine whether such circumstances have been changed and that may result in the reversal of previously recognized impairment losses. An impairment loss in respect of goodwill is not reversed. For other long-lived assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment loss had not been recognized. Impairment losses are recognized in profit and loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of CGUs), and subsequently to reduce the carrying amount of the other long-lived assets within the cash-generating unit (or group of CGUs) on a pro rata basis. j) Available-for-sale assets Assets available for sale mainly consist of foreclosed assets as well as an aircraft included with the acquisition of OK Industries, Inc. (see note 4a). The Company sold this aircraft in 2012. Immediately before being classified as available-for-sale, assets are valued according to the Company’s accounting policies in accordance to the applicable IFRS. Subsequently, available-for-sale assets are recorded at the lower of the carrying amount and fair value less cost of sale of the assets. Impairment losses on initial classification of available-for-sale assets and subsequent revaluation gains and losses are recognized in profit and loss. Previously recognized gains exceeding any cumulative impairment loss are not recognized. Foreclosed assets are recorded at the lower of fair value less cost of sale or net carrying amount of the related account receivable. 42 k) Other assets Other long-term assets primarily include prepayments for the purchase of property, plant and equipment, investments in insurance policies and guarantee deposits. The Company owns life insurance policies of some of the former stockholders of Bachoco USA (foreign subsidiary). The Company records these policies at net cash surrender value (see note 16). l) Employee benefits Benefit plan in Mexican operation The Company has a retirement plan in which non-union workers in Mexico participate. Pension benefits are determined based on the salary of workers in their last three years of service, the number of years worked at the Company and their age at retirement. This pension plan includes: i.Defined contribution plan A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit and loss in the periods during which the related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that the Company has the right to a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan due more than 12 months after the end of the period in which the employees render the service are discounted at present value. ii.Defined benefit plan A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. It is funded by contributions made by the Company and is intended to meet the Company’s labor obligations to employees. The Company´s net obligations in respect of defined benefit plans is calculated separately for each plan, estimating the amount of the future benefit that the employees have earned in return for their service in the current and prior fiscal years; that benefit is discounted to determine its present value, and is reduced by the fair value of the plan assets. The discount rate is the yield at the end of the reporting period on high quality corporate bonds (or governmental bonds in the instance that a deep market does not exist for high quality corporate bonds) that have maturity dates approximating the terms of the Company´s obligations and that are denominated in the currency in which the benefits are expected to be paid. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows: • • • Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements) Net interest expense or income Remeasurement The Company presents the first two components of defined benefit cost in profit or loss. Gains and losses for reduction of service are accounted for as past service costs. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognized asset is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans. When the benefits of a plan are modified or improved, the portion of the improved benefits related to past services by employees is recognized in profit and loss on the earlier of the following dates: when there is a modification or reduction to the plan, or when the Company recognizes the related restructuring costs or termination benefits. 43 Remeasurement adjustments, comprising actuarial gains and losses, the effect of changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of consolidated statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. iii.Short-term benefits Short-term employee benefits are valued on a non-discounted basis and are expensed as the respective services are rendered. A liability is recognized for the amount expected to be paid under the short-term cash bonus plans or statutory employee profit sharing (PTU for its acronym in Spanish), if the Company has a legal or constructive obligation to pay such amounts as a result of prior services rendered by the employee, and the obligation may be reliably estimated. iv.Termination benefits from constructive obligation The Company recognizes, as a defined benefit plan, a constructive obligation from past practices. The liability accrues based on the services rendered by the employee. Payment of this benefit is made in one installment at the time that the employee voluntarily ceases working for the Company. Benefit plan in foreign subsidiary The Company maintains a 401(k) defined contribution retirement plan covering all employees meeting certain eligibility requirements. The Company contributes to the plan at the rate of 50% of employee’s contributions up to a maximum of 2% of the individual employee’s compensation. m) Provisions A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. When the effect of time value of money is significant, the amount of the provision is the present value of the disbursements expected to be necessary to settle the obligation. The discount rate applied is determined before taxes, and reflects market conditions at the reporting date and takes into account the specific risk of the relevant liability, if any. The unwinding of the present value discount is recognized as a financial cost. n) Interests in joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The Company as a joint operator recognizes, in relation to its interest in a joint operation: its assets, including its share of any assets held jointly; its liabilities, including its share of any liabilities incurred jointly; its revenue from the sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the output by the joint operation, and its expenses, including its share of any expenses incurred jointly. The Company accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. 44 The Company has joint operations derived from the broiler agreements for the development of its biological assets. For such operations, the Company accounts for its biological assets, its obligations derived from technical support, as well as the expenses it incurs with respect to the joint operations. The live poultry produced by the joint operation is ultimately used internally by the Company and may be sold by the Company to third parties. As a result, the joint operation itself does not generate any revenues. o) Revenues Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration relating to the transaction is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, the discount is recognized as a reduction of revenue. p) Financial income and costs Financial income comprises interest income from funds invested, fair value changes on financial assets at fair value through profit or loss and foreign currency exchange gains. Interest income is recognized in profit and loss, using the effective interest method. Dividend income is recognized in profit and loss on the date that the Company´s right to receive the payment is established. Financial costs comprise interest expense for borrowings, foreign currency exchange losses and fair value changes on financial assets at fair value through profit and loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit and loss using the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the costs of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. Exchange gains and losses are reported on a net basis. q) Income taxes Tax expenses comprise current and deferred tax. Current taxes and deferred taxes are recognized in profit and loss provided they do not relate to a business combination, or items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the fiscal year, which can be applied to taxable income from previous years, using tax rates enacted or substantively enacted in each jurisdiction at the reporting date, plus any adjustment to taxes payable with respect to previous years. Current tax payable also includes any tax liability arising from the payment of dividends. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities and the amounts used for tax purposes. Deferred tax is not recognized for: • the initial recognition of assets or liabilities in a transaction that is not a business combination and did not affect neither accounting or taxable profit or loss; • differences related to investments in subsidiaries to the extent that it is probable that the Company is able to control the reversal date, and the reversion is not expected to take place in the near future. • taxable temporary differences arising from the initial recognition of goodwill. 45 Deferred tax is determined by applying the tax rates that are expected to apply in the period in which the temporary differences will reverse, based on the regulations enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflect the tax consequences derived from the manner in which the Company expects to recover or settle the carrying amounts of its assets and liabilities. In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that balance for the tax liabilities are adequate for all open tax years based on its assessment of several factors, including the interpretation of the tax law and prior experience. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is not probable that the related tax benefit will be realized. r) Earnings per share The Company presents information on basic and diluted earnings per share (EPS) related to its ordinary shares. Basic EPS is computed by dividing the profit and loss attributable to the holders of the Company’s common shares by the weighted average number of outstanding ordinary shares during the period, adjusted for treasury shares held. Diluted EPS is determined by adjusting the profit and loss attributable to the holders of the ordinary shares and the outstanding weighted average number of ordinary shares, adjusted for treasury shares held, for the potential dilutive effects of all ordinary shares, including convertible instruments and options on shares granted to employees. At December 31, 2013, 2012 and 2011, the Company has no dilutive potential ordinary shares, for which reason basic and diluted EPS is the same. s) Segment information An operating segment is a component of the Company that: i) is engaged in business activities from which revenues and expenses may be obtained and incurred, including revenues and expenses related to transactions with any of the other components of the Company, ii) which results are reviewed periodically by the chief operating decision maker for the purpose of resource allocation and assessment of segment performance, and iii) for which discrete financial information exists. The Company discloses reportable segments based on operating segments whose revenues exceed 10% of the combined revenues from all segments, whose absolute value of profit or loss exceeds 10% of the combined absolute value of profit or loss from all segments, whose assets exceed 10% of the combined assets from all segments, or that result from the aggregation of two or more operating segments when they have similar economic characteristics and meet the aggregation criteria in IFRS. t) Costs and expenses by function Costs and expenses in the consolidated statements of profit and loss and other comprehensive income were classified by their function. The nature of costs and expenses is presented in Note 22. u) Statement of cash flows The Company presents cash flows from operating activities by using the indirect method, in which the income or loss is adjusted by the effects of items that do not require cash flows, including those related to investing or financing activities. The Company classifies all interest received from its investments and accounts receivable as investment activities, and all interest paid interest as financing activities. 46 (4) Business and asset acquisitions a) OK Industries acquisition On November 1, 2011, the Company acquired 100% percent of the voting stock of OK Industries, Inc. and subsidiaries. OK Industries, Inc. is engaged in breeding, processing and marketing of poultry (chicken) to supplier autoservices networks, fast food networks and others in the United States of America and foreign markets. The aggregate purchase price that was paid in cash amounted $1,269,306 (93.4 million dollars). The acquisition was accounted for as a business combination in accordance with the requirements of IFRS 3 Business Combinations. On March 2, 2012 Bachoco USA, LLC. was incorporated as a subsidiary of the Company and Bachoco USA, LLC acquired 100% of the shares of OK Industries, Inc. The consolidated financial statements of the Company as of December 31, 2011 include the consolidated statement of financial position of OK Industries, Inc. and subsidiaries, as of such date, based on the best estimate of the fair value of net asset as of the acquisition date, and its results of operations for the two-month period ended December 31, 2011. The fair values of these assets acquired were determined using the cost and market approaches. The cost approach, which estimates fair value by determining the current cost of replacing an asset with another of equivalent economic utility, was utilized primarily for plant and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation. The market approach, which indicates fair value for a subject asset based on available market pricing for comparable assets, was utilized primarily for property. The market approach calculates fair value based on financial multiples available for similar entities and adjustments for the lack of control or lack of marketability that market participants would consider in determining fair value. Due to their short-term maturities, the Company believes the carrying amounts of cash equivalents, accounts receivables, other current assets, accounts payable and other current liabilities approximate their fair value at the acquisition date. At the acquisition date, inventories are recorded at their fair value less selling expenses. The investment in insurance policies is recorded at its aggregate net cash surrender value, both of which approximate fair value at the acquisition date. Identifiable assets acquired and liabilities assumed A summary of the fair value of the main classes of consideration transferred and the recognized amounts of acquired assumed assets and assumed liabilities at the date of acquisition (November 1, 2011) is included below, as well as measurement period adjustments made to the balance of certain items. Such adjustments arose from additional information obtained during the measurement period and were recognized retroactively at the date of acquisition in accordance with IFRS 3: 47 Previously recognized value Measurement period adjustment Adjusted balance Current assets Property, plant and equipment Other assets Total assets $ Current liabilities Deferred income tax Non-controlling interest Acquired assets, net Consideration paid 1,332,762 1,693,980 153,364 3,180,106 (390,001) (519,189) (7,025) 2,263,891 1,269,306 Gain on bargain purchase $ 994,585 - (53,531) - (53,531) - 59,511 - 5,980 1,332,762 1,640,449 153,364 3,126,575 (390,001) (459,678) (7,025) 2,269,871 1,269,306 1,000,565 The gain on bargain purchase was generated given that the fair value of the net assets acquired as of the acquisition date exceeded the consideration transferred. The bargain purchase gain stemmed from the fact that former strategies resulted in a high cost structure with limited opportunity to improve profitability for the entity. As a consequence, the fair value of the enterprise as a whole was determined to be less than fair value of the assets that comprise the entity. Thus, a bargain purchase gain was recognized as bargain purchase price in the consolidated statements of profit and loss and other comprehensive income, within other income (expenses), net (see note 30). Had the acquisition occurred on January 1, 2011, management estimates that consolidated revenues and consolidated profits for the year ended December 31, 2011 would have totaled $34,809,853 and $911,952, respectively. The consolidated revenue of the acquired business for the year ended on December 31, 2011 is disclosed in note 6b. Costs related to OK industries acquisition. During 2011, the Company incurred costs related to the acquisition of OK Industries, Inc. of $11,426 corresponding to external legal fees and due diligence costs. The external legal fees and due diligence costs have been included in other expenses in the Company’s consolidated statement of profit and loss and other comprehensive income for the year ended December 31, 2011 (note 29). b) Trosi de Carne, S.A. de C.V. acquisition On August 20, 2011, Induba Pavos, S.A. de C.V. (subsidiary) acquired certain assets of Trosi de Carne, S.A. de C.V. In accordance with IFRS 3, such net assets qualify as business combination. The net assets acquired are used to the production of high processed products from beef and pork. Below is a summary of the net assets acquired at their fair value (determined within the measurement period and recorded at the acquisition date in accordance with IFRS 3) and the purchase price paid in cash. 48 Property, plant and equipment Working capital Deferred income tax Acquired assets, net Consideration paid Gain on bargain purchase $ $ 98,385 24,232 (18,170) 104,447 57,723 46,724 A gain on bargain purchase was recognized in the consolidated statement of profit and loss and other comprehensive income, on the other income (expenses), net (see note 29). c) Acquisition of property, plant and equipment of Mercantil Agropecuario Coromuel, S.A. de C.V. On December 16, 2011, Bachoco, S.A. de C.V. (subsidiary) acquired certain assets from Mercantil Agropecuaria Corumel, S.A. de C.V., entity located in the state of Baja California Sur. The transaction consisted of the acquisition of property, plant and equipment, for an amount of $55,522. The acquisition was intended to increase the brand commercial presence and improve the distribution channels in that region. d) Acquisition of Morris Hatchery, Inc. On July 9, 2013, the Company reached an agreement to acquire assets from the breeding farms of Morris Hatchery Inc., located in Arkansas, United States of America. This acquisition mainly consists of poultry equipment and inventory, and has a capacity of breeding birds that produce hatching eggs. The hatching eggs will ultimately be used internally by the Company, benefitting the United States of America operations given that they did not previously have the capacity of breeding birds that produce hatching eggs. The Company concluded that the transaction represented the acquisition of a business. Below is a summary of the fair value of the net assets acquired as of the acquisition date in conformity with IFRS 3, as well as the purchase price paid. The amounts are final; accordingly the Company will not take advantage of the use of the measurement period permitted by IFRS 3. Acquired assets and identifiable assumed liabilities Current and non-current biological assets Inventories Property, plant and equipment Other assets Acquired assets, net Cash consideration paid Goodwill $ $ Previously Recognized Value 77,237 3,257 11,982 194 92,670 135,450 (42,780) Third party acquisition costs paid by the Company were not material, given that it utilized mostly its own resources in the acquisition. Given that the acquisition was for the benefit of the Company’s own internal operations, it is impracticable to determine the amount of revenues generated by Morris Hatchery since its acquisition. 49 (5) Subsidiaries of the Company Subsidiaries and Company´s shareholding percentage in such subsidiaries as of December 31, 2013 and 2012 are listed below: Name Shareholding percentage in subsidiaries December 31, Bachoco, S.A. de C.V. Bachoco USA, LLC. & Sub. Campi Alimentos, S.A. de C.V. Induba Pavos, S.A. de C.V. Bachoco Comercial, S.A. de C.V. PEC LAB, S.A. de C.V. Aviser, S.A. de C.V. Operadora de Servicios de Personal, S.A. de C.V. Secba, S.A. de C.V. Servicios de Personal Administrativo, S.A. de C.V. Sepetec, S. A. de C.V. Country México U.S. México México México México México México México México México 2013 99.99 100.00 99.99 99.99 99.99 64.00 99.99 99.99 99.99 99.99 99.99 2012 99.99 100.00 99.99 99.99 99.99 64.00 99.99 99.99 99.99 99.99 99.99 The main subsidiaries of the group and their activities are as follows: - Bachoco, S.A. de C.V. (BSACV) (includes four subsidiaries which are 51% owned, and over which BSACV has control). BSACV is engaged in breeding, processing and marketing poultry goods (chicken and eggs). - On March 2, 2012, Bachoco USA, LLC was incorporated in the State of Delaware, United States of America as a wholly owned subsidiary of the Company with 100% of the shareholding. From that date, Bachoco USA, LLC holds the shares of OK Industries, Inc. and, therefore, of the operations of the Company in the United States of America. OK Industries, Inc. (acquired in November 2011) comprises five controlled subsidiaries. OK Industries, Inc. owns 100% of the shares of four of these subsidiaries, and 85% of the shares of the remaining subsidiary as a result of a dissolution of shares in 2012. Their primary activity includes the production of chicken products mostly marketed in the United States of America and, to a lesser extent, in other foreign markets. - Campi Alimentos, S.A. de C.V., is engaged in producing and marketing balanced animal feed, mainly for selling to third parties. - The main activity of Bachoco Comercial, S.A. de C.V. and Induba Pavos, S.A. de C.V. is the distribution of chicken, turkey and beef value-added products. - On January 4, 2012 PEC LAB, S.A. de C.V. was constituted. As of such date PEC LAB, S.A. de C.V. is the holding of the shares of Pecuarius Laboratorios, S.A. de C.V., previously owned by the Company and other shareholders. Its main activity consists of the production and distribution of medicines and vaccines for animal consumption. - Aviser, S.A. de C.V., Operadora de Servicios de Personal, S.A. de C.V., Secba, S.A. de C.V., Servicios de Personal Administrativo, S.A. de C.V. and Sepetec, S.A de C.V. are engaged in providing administrative and operating services rendered to their related parties. None of the Company’s contracts or loan agreements restrict the net assets of the Company’s subsidiaries. 50 (6) Operating segments Reportable segments have been determined based on a line of product approach. Intersegment transactions have been eliminated. The poultry segment consists of chicken and egg operations. The information included in the “Others” segment corresponds to pigs, balanced feed for animal consumption and other insignificant by-products. Inter-segment pricing is determined on an arm’s length basis. The accounting policies of operating segments are as those described in note 3 s). Below is the information related to each reportable segment. Performance is measured based on each segment’s income before taxes, in the same manner as it is included in management reports that are reviewed by the Company’s General Director. Each segment’s profits are used in measuring performance as management believes such information is the most appropriate for assessing the results of certain segments. $ $ a) Operating segment information Net revenues Cost of sales Gross profit Income before taxes Income taxes Net income attributable to controlling interest Property, plant and equipment, net Goodwill Total assets Total liabilities Purchases of property, plant and equipment, net Depreciation and amortization Net revenues Cost of sales Gross profit Income before taxes Income taxes Net income attributable to controlling interest Property, plant and equipment, net Goodwill Total assets Total liabilities Purchases of property, plant and equipment, net Depreciation and amortization Year ended December 31, 2013 Poultry 35,943,862 29,847,653 6,096,209 3,164,288 1,252,784 1,890,572 10,425,139 256,244 25,725,596 (7,759,814) 514,466 (731,797) Others 3,766,864 3,328,946 437,918 227,956 97,655 147,850 1,227,310 88,015 3,055,995 (870,631) 60,945 (84,876) Year ended December 31, 2012 Poultry 35,797,169 30,210,843 5,586,326 2,580,005 486,251 1,939,733 10,363,200 212,833 25,224,900 (8,093,729) 942,351 (752,492) Others 3,570,262 3,107,364 462,898 213,786 115,769 244,834 1,586,316 88,015 2,815,284 (857,766) 9,409 (85,315) Total 39,710,726 33,176,599 6,534,127 3,392,244 1,350,439 2,038,422 11,652,449 344,259 28,781,591 (8,630,445) 575,411 (816,673) Total 39,367,431 33,318,207 6,049,224 2,793,791 602,020 2,184,567 11,949,516 300,848 28,040,184 (8,951,495) 951,760 (837,807) 51 $ Net revenues Cost of sales Gross profit Income before taxes Income taxes Net income attributable to controlling interest Property, plant and equipment, net Goodwill Total assets Total liabilities Purchases of property, plant and equipment, net Depreciation and amortization b) Geographical information Year ended December 31, 2011 Poultry 24,697,212 22,058,417 2,638,795 1,024,662 (20,135) 1,093,861 11,652,108 212,833 23,335,598 (6,779,658) 662,009 (722,286) Others 3,037,778 2,738,620 299,158 116,165 (18,481) 83,485 460,837 88,015 1,381,722 (557,834) 45,524 (23,551) Total 27,734,990 24,797,037 2,937,953 1,140,827 (38,616) 1,177,346 12,112,945 300,848 24,717,320 (7,337,492) 707,533 (745,837) When submitting information by geographic area, revenue is classified based on the geographic location where the Company’s customers are located. Segment assets are classified in accordance with their geographic location. Geographical information for the Others segment is not included below as it is all generated domestically in Mexico. Net revenues Non-current assets other than financial instruments, deferred tax assets, post- employment benefit assets, and rights arising under insurance contracts Non-current biological assets $ Property, plant and equipment, net Goodwill Year ended December 31, 2013 Domestic poultry 27,426,465 Foreign poultry 8,517,397 Total 35,943,862 840,622 8,936,020 212,833 212,833 269,314 1,489,119 43,411 43,411 1,109,936 10,425,139 256,244 256,244 Net revenues Non-current assets other than financial instruments, deferred tax assets, post- employment benefit assets, and rights arising under insurance contracts Non-current biological assets Property, plant and equipment, net Goodwill Year ended December 31, 2012 Domestic poultry Foreign poultry $ 27,625,702 8,171,467 Total 35,797,169 942,781 8,863,652 212,833 163,339 1,499,548 - 1,106,120 10,363,200 212,833 52 Year ended December 31, 2011 Domestic poultry 23,318,433 Foreign poultry (two- months operations) 1,378,779 Total 24,697,212 877,059 10,011,659 212,833 152,583 1,640,449 - 1,029,642 11,652,108 212,833 Net revenues Non-current assets other than financial instruments, deferred tax assets, post- employment benefit assets, and rights arising under insurance contracts Non-current biological assets $ Property, plant and equipment, net Goodwill c) Major Customers In Mexico, the Company’s products are traded among a large number of customers, without significant concentration with any specific customer. Therefore, in 2013, 2012 and 2011, no customer represented over 10% of the Company’s total revenues. The Company has transactions with Ozark Mountain Poultry, Inc. representing 14%, 12% and 4% of total sales outside of Mexico during the years ended December 31, 2013, 2012 and 2011, respectively. (7) Cash and cash equivalents The consolidated balances of cash and cash equivalents as of December 31, 2013 and 2012 are as follows: Cash and banks $ Investments with maturities less than three months Cash and cash equivalents Restricted cash December 31 2013 2012 594,183 6,121,330 6,715,513 1,381 1,592,555 2,586,471 4,179,026 515 Total cash and cash equivalents and restricted cash $ 6,716,894 4,179,541 Restricted cash corresponds to the minimum margin required by the intermediary related to the Company’s derivative financial instruments, in order to meet future commitments that may stem from adverse market movements affecting prices on the open positions as of December 31, 2013 and 2012. Investments with maturities less than three months include cash of $29,858 and $38,431, related to high-liquidity investments for 2013 and 2012, respectively (see Note 8). (8) Financial instruments and risk management The Company is exposed to market risks, liquidity risks and credit risks for the use of financial instruments, for which reason it exercises its risk management. 53 This note presents information on the Company’s exposure to each one of the aforementioned risks, the Company’s objectives, policies and processes for the measurement and management of financial risks. Risk management framework The philosophy adopted by the Company seeks to minimize risks and, therefore maximize business stability, focusing decisions on creating an optimum combination of products and assets that produce a risk – return ratio more in agreement with the risk profile of its stockholders. In order to establish a clear and optimum organizational structure with respect to risk management, a Risk Committee has been established which is the specialized body in charge of defining, proposing, approving and implementing the objectives, policies, procedures, methodologies and strategies, as well as the determination of the maximum limits of exposure to risk and contingency plans. Management by type or risk a) Categories of financial assets and liabilities The Company’s financial assets and liabilities are shown below: Financial assets Cash and cash equivalents Investments designated at fair value through profit and loss Investments held to maturity Accounts receivable Financial assets for trading purposes Financial liabilities Measured at fair value through profit and loss Measured at amortized cost Trade payables and sundry creditors $ $ b) Credit risk December 31, 2013 2012 6,716,894 972,641 31,465 1,635,338 - 4,179,541 923,010 38,958 1,741,639 2,701 (557,592) (1,510,210) (2,970,090) (1,197,056) (1,526,602) (3,094,632) Credit risk is defined as the potential loss of a portfolio of an amount owed to the Company due to lack of payment from a debtor, or for breach by a counterparty with which derivative financial instruments and primary financial instruments transactions are conducted. The risk management process contemplates the use of derivative financial instruments and primary financial instruments, which are exposed to a market risk, but are also to counterparty risk. Measurement and monitoring of counterparty risk The Company, in terms of valuation and monitoring of derivative financial instruments and primary financial instruments, measures its counterparty risk by identifying the Credit Valuation Adjustment (CVA) and Debit Valuation Adjustment (DVA). For investments in primary financial instruments in national currency, the financial instruments valuation models used by price suppliers incorporate market movements and credit quality of issuers, thereby implicitly including the counterparty risk of the transaction in the fair value determination; therefore, the position in primary financial instruments includes the 54 counterparty risk and no other study and/or related study is carried out. The price of the instruments obtained from the price supplier is mid prices, which is the mid-price between the buying price and the selling price. As of December 31, 2013 and 2012, the balance of held to maturity investments is $31,465 and $38,958, respectively. Investments in primary financial instruments in foreign currency not listed in Mexico are valued at prices contained in the broker's statements of account. The Company validates these market prices with Bloomberg, which incorporate market movements and the credit quality of issuers; thereby implicitly including the counterparty risk of the transaction and no related adjustment is carried out. The prices obtained from Bloomberg are mid prices. For derivative financial instruments traded in over the counter markets, CVA and/or DVA is calculated in Bloomberg for risk monitoring purposes, but it is not reflected in the Company's books as part of the derivative instruments fair value. As of December 31, 2013 and 2012, the credit risk not reflected in derivative financial instruments is not considered material. Trade accounts receivable and other accounts receivable measurement and monitoring It is the policy of the Company to establish an allowance for doubtful accounts to cover the balances of accounts receivable that are not likely to be recovered. To set the required allowance, the Company considers historical losses, assesses current market conditions, as well as customers' financial conditions, accounts receivable in litigation, price differences, portfolio aging and current payment patterns. The impairment assessment of accounts receivable is performed on a collective basis, as there are no accounts with significant balances, and in the short-term. The Company's products are marketed to a large number of customers without any significant concentration with a specific customer. As part of the objective evidence that an account receivable portfolio is impaired, the Company considers past experiences with respect to collection, increases in the number of overdue payments in the portfolio exceeding the average loan period, as well as observable changes in national and local economic conditions that correlate to defaults. The Company has a credit policy under which each new customer is analyzed individually in terms of its creditworthiness before offering it payment terms and conditions. The Company's review includes internal and external assessments, and in some cases, bank references and a search in the Public Registry of Properties. Purchase limits that represent the maximum open amount are set for each customer. Customers that do not meet the Company's credit references can solely conduct transactions in cash or through advance payments. The allowance for doubtful accounts includes trade accounts receivable that are impaired, which amount to $86,564 and $58,910 as of December 31, 2013 and 2012, respectively. The reconciliation of movements the allowance for doubtful accounts, and the analysis of past-due accounts receivable but not impaired, are presented in note 9. The Company receives guarantees on credit lines granted to its clients, which consist of real and personal property, such as land, buildings, houses, vehicles, credit cards, cash deposits and others. As of December 31, 2013 and 2012, the guarantees fair value, determined through an appraisal at the time the loan is granted, is $497,490 and $517,269 respectively. The fair value of trade accounts receivable is similar to the carrying amount, as the terms granted under credit lines are of a short nature and do not include significant financial components. (d) Investments The Company limits its exposure to credit risk with respect to derivative and primary financial instruments by investing solely in liquid securities and solely with counterparties that have a credit rating scale or investing grade. Management constantly monitors credit ratings, and as it invests solely in securities with high credit ratings, it is not expected that any counterparty fails to fulfill its obligations. Investments in debt and equity instruments with a credit rating less than those referred to in the preceding paragraph are authorized by the Risk Committee and the Board of Directors. 55 (e) Financial guarantees granted It is the Company’s policy to grant financial guarantees solely to 100% owned subsidiary companies. (f) Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure, which as of the reporting date is as follows: Investments held to maturity Cash and cash equivalents Investments designated at fair value through profit and loss Interest-rate derivative financial instruments for trading purposes Derivative financial instruments on commodities for trading purposes Accounts receivable net of guarantees received December 31, 2013 2012 $ $ 31,465 6,716,894 972,641 - - 1,120,529 8,841,529 38,958 4,179,541 923,010 152 2,549 1,212,141 6,356,351 Investments designated at fair value through profit and loss include $29,858 and $38,431 in highly liquid of investments for 2013 and 2012, respectively. c) Liquidity risk Liquidity risk is defined as the potential loss stemming from the impossibility to renew liabilities or enter into other liabilities under normal terms, the early or forced sale of assets or the need to grant unusual discounts in order to meet obligations, or by the fact that a position cannot be disposed of, acquired or covered promptly through the establishment of an equivalent contrary position. Liquidity risk management process considers the management of the assets and liabilities included in the consolidated statements of financial position (Assets Liabilities Management - ALM) in order to anticipate funding difficulties because of extreme events. Monitoring The Company’s areas of risk management and financial planning measure, monitor and report to the Risk Committee liquidity risks associated with the ALM and prepare limits for the authorization, implementation and operation thereof, as well as contingent action measures in case of liquidity requirements. Liquidity risk caused by differences between current and projected cash flows at different dates are measured and monitored, considering all asset and liability positions of the Company denominated in local and foreign currency. Similarly, funding diversification and sources to which the Company has access are evaluated. The Company quantifies the potential loss arising from early or forced sale of assets or sale at unusual discounts to meet its obligations in a timely manner, as well as by the fact that a position cannot be disposed of, acquired or covered timely through the establishment of a contrary equivalent position. Liquidity risk monitoring considers a liquidity gap analysis, scenarios for lack of liquidity and use of alternative sources of financing. Below are the contractual maturities of the financial liabilities, including estimated interest payments. As of the date of the consolidated financial statements, there are no financial instruments which have been offset or recognized positions that are subject to offsetting rights. 56 Maturity table December 31, 2013 Less than 1 year 1 to 3 years 3 to 5 years Trade payables and sundry creditors Variable-rate maturities In U.S. dollars In Mexican pesos Interest Total financial liabilities $ $ 2,970,090 392,700 164,892 89,554 3,617,236 - - 10,210 179,108 189,318 - - 1,500,000 48,704 1,548,704 As of December 31, 2012 (pesos and dollars) Financial liabilities Financial debt (pesos) Financial debt (payable in dollars) Debt securities Derivative financial instruments on commodities at fair value through profit or loss Trade payable and other accounts payable Carrying amount Current contractual cash flows Non-current contractual cash flows $ $ 580,158 643,500 1,500,000 1,332 3,445,245 6,170,236 437,996 643,500 - 1,332 3,445,245 4,528,075 142,162 - 1,500,000 - - 1,642,161 The Company, at a minimum on a monthly basis, evaluates and advises the Board of Directors on the Company's liquidity. As of December 31, 2013, the Company has evaluated that it has sufficient resources to meet its obligations in the short and long term; therefore, it does not consider having liquidity gaps in the future and it will not be necessary to sell assets to pay its debts at unusual discounts or at out-of-market prices. d) Market risk Market risk is defined as the potential loss of a portfolio of derivative financial instruments and primary financial instruments held for trading purposes, for changes in risk factors that affect the valuation of short or long positions. In this sense, the uncertainty of future losses resulting from changes in market conditions (interest rates, foreign currency, prices of commodities, etc.), which directly affects movements in the price of both assets and liabilities, is detected. The Company measures, monitors and reports all financial instruments subject to market risk, using sensitivity measurement models to show the potential loss associated with movements in risk variables, according to different scenarios on rates, prices and types of change during the period. Monitoring Sensitivity analyses are prepared at least monthly and are compared with the limits established. Any excess identified is reported to the Risk Committee. Stress tests At least monthly, the Company conducts stress tests calculating the value of the portfolios and considering changes in risk factors observed in historical dates of financial stress. 57 i. Commodities price risk The Company seeks to protect itself against variations in the agreed-upon price of primary commodities used in its operations, making use of derivative financial instruments that are designated as either accounting hedges or economic hedges. With respect to risks related to commodities designated in a formal hedging relationship, the Company seeks protection against downward variations in the agreed-upon price of corn and/or sorghum with the producer, which may represent an opportunity cost as there are lower prices in the current market upon receiving the inventory, and to hedge the risk of a decline in prices between the receipt date and that of inventory consumption. Purchases of corn and/or sorghum are formalized through an agreement denominated "Forward buy-sell agreement", which has the following characteristics: • Transaction date • Number of agreed-upon tons • Harvest, state and agricultural cycle from which the harvest comes • Price of product per ton, plus quality award or penalty Agricultural agreements that result in firm commitments are linked to two corn and/or sorghum agricultural cycles, and in contracting purchases: both contracting cycles and dates are itemized as follows: • Fall-winter Cycle - The registration window period is at the discretion of the Agency of Services for Distribution and Development of Agricultural Markets (ASERCA, for its Spanish acronym), which is usually between December and March, while the fall-winter cycle harvest period takes place during May, June and July. However, corn and/or harvest could lengthen up to one month or several months, depending on the weather conditions, such as drought and frost. • Spring-summer Cycle - The registration window period is at the discretion of ASERCA; the spring-summer cycle usually takes place during the July and August and the harvest depends on each State and is very variable. The Company carries out prospective effectiveness tests at the beginning of each hedge and, at least on a quarterly basis, retrospective effectiveness tests. The hedges are and will be highly effective since they are between the 80%-125% range. As of December 31, 2013, the Company has effective hedging positions of corn long puts with ASERCA, maturing in March, July, September and December 2014. The gain on valuation of these instruments is $120,560, recorded within cost of sales. At December 31, 2012, there were no open positions of long put hedge options with ASERCA. The Company maintains a contractual agreement with ASERCA in which the Company will pay 55% of the option premium and ASERCA will pay the remaining 45%. In case the option is In the Money (Strike>Forward), the Company will recover the 55% portion paid and an additional 22.5% which is equivalent to 50% of the portion paid by ASERCA. Due to its nature and according to the established by IAS 20 Accounting for Government Grants and Disclosure of Government Assistance, the portion paid by ASERCA must be recognized as an income over the term of the instrument in order to match it against the costs it is intended to offset, on a systematic basis. The effect of such benefit as of December 31, 2013 and 2012 is $14,819 and $0, respectively. With respect to the risk in commodities that are not designated in a formal hedging relationship and to which the Company is exposed, sensitivity tests on corn and sorghum futures agreements are entered into, considering different (bullish and bearish) scenarios. These results can be seen in paragraph g) of this note. ii. Chicken price risk The Company is exposed to financial risks mainly related to changes in the chicken price. The Company does not contemplate a significant drop in chicken price in the future; therefore, it has not entered into any derivative financial instrument or other agreement for managing the risk related to a decrease in chicken price. 58 The Company reviews chicken prices frequently in order to evaluate the need of having a financial instrument to manage the risk. iii. Exchange risk The Company is exposed to fluctuations in the exchange rate mainly on MXP/dollars parity in the Company's assets and liabilities, such as: primary financial instruments (investments), derivative financial instruments hedging commodities, which are denominated in a currency other than the Company's functional currency. In this regard, the Company has implemented a sensitivity analysis to measure the effects that currency risk may have over the assets and liabilities described. The Company protects itself through economic hedging with derivative financial instruments, a percentage of its estimated exposure to exchange rate variations in relation to sales and purchases projected during the year and in the months needed. Maturities of all instruments referred to as hedges for foreign exchange risk are less than one year from the contracting date. As of December 31, 2013 and 2012, the Company does not have derivative financial instrument positions to hedge exchange rate risks. iv. Foreign currency position The Company has financial instrument assets and liabilities denominated in foreign currency on which there is an exposure to currency risk. Below is the foreign currency position that the Company has as of December 31, 2013 and 2012. Assets Cash and cash equivalents Primary financial instruments Accounts receivable Other accounts receivable Prepaid expenses Total assets Liabilities Trade accounts payable Other accounts payable Financial debt Total Liabilities Net liability position December 31, 2013 2012 Dollars MXP Dollars MXP 39,843 29,284 38,810 12,170 62,564 182,671 (142,124) (17,156) (30,000) (189,280) (6,608) 521,546 383,333 508,017 159,305 818,967 2,391,168 (1,860,405) (224,568) (392,700) (2,477,673) (86,505) 28,198 29,529 36,771 11,696 39,051 145,245 (133,325) (14,846) (50,000) (198,171) (52,926) 362,905 380,036 473,245 150,529 502,585 1,869,300 (1,715,893) (191,071) (643,500) (2,550,464) (681,164) The following is a detail of exchange rates effective during the fiscal year: Average exchange rate for the year ended December 31, 2013 12.76 2012 13.16 Spot exchange rate at December 31, 2013 13.09 2012 12.87 Dollars $ The exchange rate at April 28, 2014 is $13.13. 59 The Company carries out a sensitivity analysis related to the effect that the movement in the exchange rates may have on its financial information. These results are shown in paragraph g) of this note. These analyses represent the scenarios that Management considers reasonably possible that would have occurred at the end of the fiscal year. v. Interest rate risk The Company is exposed to fluctuations in rates for primary financial instruments, such as investments, bank loans and debt securities. This risk is managed through derivative financial instruments such as interest rate swaps or others, taking into account market conditions and the criterion of its Risk Committee and Board of Directors. Interest rate fluctuations impacted mainly bank loans by changing either their fair value (fixed rate debt) or its future cash flows (variable rate debt). Management does not have a formal policy to determine how much of the Company's exposure should be at fixed or variable rate. However, at the time of obtaining new loans, Management uses its judgment to decide whether it considers that a fixed or variable rate would be more favorable during the period foreseen to maturity. As a follow-up to this risk, the Company performs, at least monthly, sensitivity tests to measure the effect of the change in interest rates in the instruments described in the preceding paragraph, which are listed in subsection g) of this note. e) Financial instruments at fair value The amounts of accounts payable, accounts receivable and short-term debt approximate their fair value because of their nature and short-term maturities. The following table details the fair value of financial instruments at amortized cost included in the consolidated statement of financial position: Liabilities recorded at amortized cost Carrying amount Fair value Carrying amount Fair value 2013 2012 Debt securities $ 1,500,000 1,519,065 1,500,000 1,507,562 f) Fair value hierarchy The following table presents financial assets and financial liabilities measured at fair value and those that are not measured at fair value, but whose fair value disclosure is required, in accordance with its category within the fair value hierarchy. Measurements of financial assets and liabilities in Level 2 of the fair value hierarchy have been determined in accordance with a market approach for identical instruments. As of December 31, 2013 Investments in primary instruments at fair value though profit and loss Current and non-current biological assets Debt securities (measured at amortized cost) Derivative financial instruments on commodities Level 1 Level 2 Level 3 Total $ 253,125 719,516 2,530,110 - - 2,783,235 $ - (1,519,065) 11,735 (787,814) - - - - - 972,641 2,530,110 (1,519,065) 11,735 1,995,421 60 As of December 31, 2012 Investments in primary instruments at fair value through profit and loss Current and non-current biological assets Interest rate derivative financial instruments Debt securities (measured at amortized cost) Derivative financial instruments on commodities at fair value through profit and loss Level 1 Level 2 Level 3 Total $ - 2,603,084 - - 923,010 - 152 (1,507,562) 2,549 (1,332) $ 2,605,633 (585,732) - - - - - - 923,010 2,603,084 152 (1,507,562) 1,217 2,019,901 g) Quantitative sensitivity measurements Following are sensitivity analyses for the more significant risks to which the Company is exposed as of December 31, 2013. These analyses represent the scenarios that Management considers reasonably possible that could have occurred at the end of fiscal year 2013. i. Derivative Financial Instruments (DFIs) As of December 31, 2013, the Company's derivative financial instruments were comprised of instruments to hedge commodity risk only. At year-end levels, the level of exposure of the existing instruments is a loss of $372. If at the end of the fiscal year 2013, the bullish price of corn and of short ton of soybean increased 7.5%, the amount of loss related to the Company’s derivative financial instruments would increase to $1,630, affecting the profit and loss of the period to a greater loss on derivative financial instruments. If on the other hand, the aforementioned prices decreased 7.5%, then the effect would be the opposite; i.e., the Company would have experienced a benefit in the profit and loss of the period of $666. ii. Interest rate risk As of December 31, 2013, the total position of primary financial instruments by financial debt and debt securities demonstrates a level of annual exposure to losses of $7,113. If, as of the 2013 closing date, variable rates to which the Company is exposed had been higher by 25 basis points, the amount of interest paid would increase to $4,896 affecting the income of the year. If on the other hand, these rates decreased by 25 basis points, then the effect would be the opposite; i.e., a benefit in the income of the year of $4,896. iii. Exchange risk As of December 31, 2013, the Company's net monetary liability position in foreign currency was $86,505. If, as of the 2013 closing date, the exchange rate increased $0.50 cents, the gain (loss) from foreign currency position would decrease by $2,341, affecting the Company’s profit and loss and stockholders’ equity with a loss from foreign currency exchange effects. If, on the other hand, the exchange rate increased by $0.50, then the effect would be the opposite; that is, an increase in profit and loss and stockholders’ equity of $2,341 for a financial position gain. 61 (9) Accounts receivable, net As of December 31, 2013 and 2012, accounts receivable are as follows: Trade receivables Allowance for doubtful accounts Creditable value-added tax and other recoverable taxes $ $ Past-due but not impaired portfolio December 31, 2013 1,704,583 (69,245) 2012 1,788,320 (46,681) 592,464 2,227,802 478,999 2,220,638 Below is a classification of trade accounts receivable according to their aging as of the reporting date, excluding receivables that are in a legal process: Current Overdue 0 to 60 days Overdue over 60 days December 31, $ $ 2013 1,470,294 120,258 27,467 1,618,019 2012 1,502,596 208,704 18,110 1,729,410 As of December 31, 2013 and 2012 the Company has receivables in a legal process (receivables for which legal counsel is seeking recoverability) of $86,564 and $58,910, respectively. The Company believes that non-impaired amounts that are overdue by more than 60 days can still be collected, based on the historical behavior of payments and analysis of credit ratings of customers. Reconciliation of movements in allowance for doubtful accounts Balance as of January 1 Increase in allowance Amounts written off during the year Balance as of December 31, 2013 2012 $ $ (46,681) (29,980) 7,416 (69,245) (38,537) (13,501) 5,357 (46,681) To determine the recoverability of an account receivable, the Company considers any change in the credit quality of the account receivable from the date of authorization of the credit line to the end of the reference period. In addition, the Company estimates that the credit risk concentration is limited as the customer base is very large and there are no related party receivables or receivables from entities under common control. 62 (10) Inventories As of December 31, 2013 and 2012, and January 1, 2012, inventories are as follows: Raw materials and by-products Medicine, materials and spare parts Finished feed Processed chicken (net of value allowance of $ $30,203 as at January 1, 2012) Commercial eggs Beef Turkey Processed products Total $ December 31, 2013 2012 January 1, 2012 1,100,971 $ 633,829 209,082 689,102 43,213 23,013 25,090 13,922 2,738,222 $ 2,751,718 $ 640,953 292,056 784,329 67,533 17,090 37,812 7,864 4,599,355 $ 1,883,163 487,178 83,601 717,572 33,217 13,658 12,598 - 3,230,987 Inventory consumption for the years ended December 31, 2013, 2012 and 2011 was $26,041,102, $26,452,636 and $18,033,819 respectively. (11) Biological assets As of December 31, 2013 and 2012, and January 1, 2012, biological assets are as follows: Balance as at January 1, 2013 Increase due to purchases Sales Net increase due to births Production cost Depreciation Transfers to inventories Other Balance as at December 31, 2013 Balance as at January 1, 2012 Increase due to purchases Sales Increase due to births Production cost Depreciation Transfers to inventories Other Balance as at December 31, 2012 Current biological assets 1,496,964 227,864 - 283,175 24,683,964 - (25,270,795) (998) 1,420,174 Current biological assets 1,548,722 38,123 (7,166) 257,261 25,407,628 - (25,735,178) (12,426) 1,496,964 $ $ $ $ Non-current biological assets 1,106,120 328,059 (178,543) 1,242,535 1,073,261 (1,221,754) (1,242,535) 2,793 1,109,936 Non-current biological assets 1,029,642 207,230 (325,116) 1,222,906 1,067,717 (861,339) (1,222,906) (12,014) 1,106,120 Total 2,603,084 555,923 (178,543) 1,525,710 25,757,225 (1,221,754) (26,513,330) 1,795 2,530,110 Total 2,578,364 245,353 (332,282) 1,480,167 26,475,345 (861,339) (26,958,084) (24,440) 2,603,084 The balance of current biological assets is comprised of hatching eggs, growing pigs and growing poultry; while noncurrent biological assets are comprised of breeder poultry in its different stages of production and breeder pigs. 63 The change fair value of biological resulted in a decrease of $7,857 in 2013, an increase of $11,010 in 2012 and a decrease of $12,984 in 2011. The Company is exposed to different risks relating to its biological assets: • • • Future excesses in the offer of poultry products and a decline in the demand growth of the chicken industry may negatively affect the Company’s results. Increases in raw material prices and price volatility may negatively affect the Company’s margins and results. In addition, in the case of the Company’s operations in the United States of America, the cost of corn and grain may be affected by an increase in the demand for ethanol, which may reduce the market’s available corn inventory. • Operations in Mexico and the United States of America are based on animal breeding and meat processing, which are subject to sanitary risks and natural disasters. • Hurricanes and other adverse climate conditions may result in additional inventory losses and damage to the Company’s facilities and equipment. (12) Prepaid expenses and other current assets As of December 31, 2013 and 2012, prepaid expenses and other current assets are as follows: December 31, 2013 2012 Advances to suppliers of inventories Prepaid expenses of services Other receivables Prepaid expenses of insurance and bonds Total $ $ 801,390 184,001 112,207 58,764 1,156,362 505,667 240,706 79,999 42,506 868,878 (13) Assets available for sale As of December 31, 2013 and 2012, assets available for sale are as follows: Buildings Land Other Total December 31, 2013 2012 $ $ 18,242 28,168 2,643 49,053 18,502 30,361 2,644 51,507 64 (14) Property, plant and equipment As of December 31, 2013 and 2012, property, plant and equipment are comprised as follows. Cost Land Buildings and construction Machinery and equipment Transportation equipment Computer equipment Furniture Leasehold improvements Construction in progress Total Accumulated depreciation Buildings and construction Machinery and equipment Transportation equipment Computer equipment Furniture Total Cost Land Buildings and construction Machinery and equipment Transportation equipment Computer equipment Furniture Leasehold improvements Construction in progress Total Balance as at January 1, 2013 Additions Disposals Currency translation effect Balance as at December 31, 2013 $ $ 1,056,145 9,397,122 9,081,660 1,170,321 138,172 145,669 38,841 562,750 21,590,680 770 153,685 462,988 167,324 3,151 5,778 - (206,303) 587,393 (59) (19,482) (25,267) (133,483) (130) (1,760) (11,989) - (192,170) Balance as at January 1 2013 Depreciation for the year Disposals 326 17,521 5,114 164 59 54 - - 23,238 Currency translation effect (199,952) (515,833) (86,936) (5,232) (8,720) (816,673) 15,844 15,088 71,640 130 1,570 104,272 (2,278) (768) (32) (42) (7) (3,127) 1,057,182 9,548,846 9,524,495 1,204,326 141,252 149,741 26,852 356,447 22,009,141 Balance as at December 31, 2013 (4,607,271) (4,724,963) (789,154) (126,897) (108,407) (10,356,692) Additions 25,722 103,998 415,116 66,565 6,226 12,023 10,985 311,125 951,760 Disposals - (1,727) (84,521) (159,845) (67) (607) - - (246,767) Currency translation effect Balance as at December 31, 2012 (3,916) (67,973) (56,335) (989) (719) (536) - - (130,468) 1,056,145 9,397,122 9,081,660 1,170,321 138,172 145,669 38,841 562,750 21,590,680 $ $ (4,420,885) (4,223,450) (773,826) (121,753) (101,250) (9,641,164) Balance as at January 1, 2012 1,034,339 9,362,824 8,807,400 1,264,590 132,732 134,789 27,856 251,625 21,016,155 $ $ Accumulated depreciation Buildings and construction Machinery and equipment Transportation equipment Computer equipment Furniture Total Balance as at January 1, 2012 Depreciation for the year Disposals Balance as at December 31, 2012 $ $ (4,176,884) (3,773,081) (747,689) (112,452) (93,104) (8,903,210) (256,796) (469,250) (93,734) (9,430) (8,602) (837,807) 12,795 18,881 67,597 129 456 99,858 (4,420,885) (4,223,450) (773,826) (121,753) (101,250) (9,641,164) 65 Carrying amounts, net Land Buildings and construction Machinery and equipment Transportation equipment Computer equipment Furniture Leasehold improvements Construction in progress Total Balance as at December 31, 2013 Balance at December 31, 2012 $ $ 1,057,182 4,941,575 4,799,532 415,172 14,355 41,334 26,852 356,447 11,652,449 1,056,145 4,976,237 4,858,210 396,495 16,419 44,419 38,841 562,750 11,949,516 Depreciation expense during the fiscal years ended December 31, 2013, 2012 and 2011 was $816,673, $837,807 and $745,837, respectively, which were charged to cost of sales and operating expenses. (15) Goodwill 2013 2012 Balances at beginning of the year $ 300,848 300,848 Business combination additional amounts recognized during the year (Note 4) Effect of difference in foreign currency exchange rate 42,780 631 - - Balances at end of year $ 344,259 300,848 The recoverable amount of the cash-generating unit is determined based on a calculation of its value in use, which uses projections of the estimated cash flows based on financial budgets approved by the administration, prevailing for a determined projection period, which are discounted using an annual discount rate. Projections of the cash flows during the budgeted period are based on sales projections which include increases due to inflation, as well as the projection of expected gross margins and operating margins during the budgeted period. Cash flows that exceed such period are extrapolated using an annual stable growth rate, which is the long-term weighted average growth rate for the market in which the cash-generating unit operates. The assumptions and balances of each cash-generating unit are as follows: Cash-generating unit Bachoco - Istmo and península regions Campi Ok Farms- Morris Hatchery Inc. 2013 Final balance of the year (thousands of pesos) $ 212,833 88,015 43,411 $ 344,259 Projection period (years) 5 5 5 Annual discount rate (%) 10.33% 10.33% 8.74% Annual growth rate (%) 2.70% 2.10% 0.00% 66 Cash-generating unit Bachoco - Istmo and península regions Campi 2012 Final balance of the year (thousands of pesos $ 212,833 88,015 $ 300,848 Projection period (years) 5 5 Annual discount rate (%) Annual growth rate (%) 9.97% 9.97% 3.80% 2.50% (16) Other non-current assets Other non-current assets consist of the following: December 31, 2013 2012 Advances for purchase of property, plant and equipment Investments in life insurance (note 3 (k)) Guarantee deposits Other long-term receivable Intangible assets in process Other Total non-current assets $ $ 133,214 35,754 15,956 87,927 37,955 39,793 350,599 131,561 33,659 15,589 81,843 - 39,259 301,911 (17) Financial debt Major borrowings are secured by guaranties, according to the terms of the borrowing agreements. Note 8 discloses the carrying amount and fair value of borrowings. a) Short-term financial debt is as follows: Loan in the amount of USD$20,000, maturing in April 2013, at LIBOR (3) rate plus 0.84 percentage points. Denominated in pesos, maturing in January 2013, at TIIE (1) plus 0.60 $ percentage points. Denominated in pesos, maturing in December 2013, at TIIE (1) FIRA (2) less 0.88 percentage points. Denominated in pesos, maturing in December 2013, at TIIE (1) FIRA (2) less 0.89 percentage points. Denominated in pesos, maturing in November 2013, at TIIE (1) FIRA (2) less 0.70 percentage points. Loan of USD$30,000 denominated in USD, maturing in June 2013, at LIBOR (3) rate plus 1.62 points. Loan of USD$30,000 denominated in USD, maturing in June 2014, at LIBOR (3) rate plus 1.20 points. Denominated in pesos, maturing in January, October, December 2014, at TIIE (1) FIRA (2) less 0.70 percentage points. Total short-term debt December 31, 2013 - - - - - - 2012 257,400 200,000 59,368 82,628 96,000 386,100 392,700 148,500 - - $ 541,200 1,081,496 67 Annual weighted average interest rate of short-term loans denominated in pesos for 2013, 2012 and 2011 was 3.72%, 4.97% and 5.53%, respectively. Average interest rate for short-term loans existing as of December 31, 2013 and 2012, was 3.10% and 4.68%, respectively. Annual weighted average interest rate of short-term loans denominated in dollars for the years 2013, 2012 and 2011 was 1.49%, 1.06% and 0.8702%, respectively. Average interest rate for loans existing as of December 31, 2013 and 2012 was 1.37% and 1.38%, respectively. (1) (2) (3) b) TIIE (for its acronym in Spanish) = Interbank Equilibrium Rate FIRA (for its acronym in Spanish) = Trust Established in Relation to Agriculture LIBOR= London Interbank Offered Rate Long-term debt consists of the following: December 31, 2013 2012 Denominated in pesos, maturing in 2013, at TIIE (1) rate plus 0.60 percentage points. Denominated in pesos, maturing in 2015 and 2016, at TIIE (1) plus 1.00 percentage points. Denominated in pesos, maturing in December 2013, at TIIE (1) FIRA (2) rates less 1.00 percentage point. Denominated in pesos, maturing in January 2014, at TIIE (1) FIRA (2) rates less 0.55 percentage points. Debt securities (subsection (d)) $ - 22,329 - 4,273 1,500,000 1,526,602 Less current maturities Long-term debt, excluding current maturities (16,392) 1,510,210 $ 37,500 34,449 14,667 55,546 1,500,000 1,642,162 (115,560) 1,526,602 Long-term annual weighted average interest rate for 2013, 2012 and 2011 was 4.93%, 5.40% and 5.58%, respectively. Average rate for current loans as of December 31, 2013 and 2012 was 4.40% and 5.43%, respectively. (1) TIIE (for its acronym in Spanish) = Interbank Equilibrium Rate (2) FIRA (for its acronym in Spanish) = Trust Established in Relation to Agriculture During 2013 and 2012, the Company made early payments on its long-term debt of $11,833 and $398,134 respectively, without payment of fees for early termination. As at December 31, 2013 and 2012, total unused lines of credit in pesos totaled $5,418,099 and $2,664,911, respectively. In both fiscal years, the Company did not pay any fee for undrawn balances. c) Maturities of long-term debt, excluding current maturities, as of December 31, 2013, are as follows: Year 2015 2016 2017 Amount 7,720 2,490 1,500,000 1,510,210 $ $ Interest expense on total loans during the years ended December 31, 2013, 2012 and 2011, amounted to $97,025, $71,005 and $40,688, respectively. 68 Certain bank loans establish certain affirmative and negative covenants, as well as the requirement to maintain certain financial ratios, which have been met as of December 31, 2013, among which are: a) b) c) d) e) Provide financial information at request from the bank. Not to contract liabilities with financial cost or grant loans that may affect payment obligations. Notify the bank regarding the existence of legal issues that could substantially affect the financial situation of the Company. Not to perform substantial changes to the nature of the business, or the administrative structure. Not to merge, consolidate, separate, settle or dissolve except for those mergers in which the Company or surety are the merging company and do not constitutes a change on control of the entities of the group to which the Company or the surety belong, at the date of the agreement. d) Debt for issuing debt securities On August 28, 2012, the Company was authorized to issue debt securities in the total amount of the program of $5,000,000 or the equivalent in UDIS (1), on a revolving basis, for a term of five years from the date of the authorization letter from the Mexican Banking Commission. The initial issuance dated August 31, 2012 was of $1,500,000 pesos with ticker symbol: "BACHOCO 12" for a term of 1,820 days, equivalent to 65 periods of 28 days, approximately five years, with 15,000,000 debt securities and a par value of $100 pesos per certificate. From the date of issuance, and while the debt securities have not been paid, they will accrue annual gross interest on their par value, at an annual interest rate, which is calculated by adding 0.60 percentage points at the 28-day TIIE, and in the event the 28-day TIIE were not published, at the nearest term published by the Bank of Mexico. The common representative of the stock-holders will calculate the accrued interest two business days prior to the beginning of each interest period of 28 days, according to the payment schedule, computed from the date of issuance or at the beginning of each interest period and governed precisely during that interest period. Debt securities will be paid at the expiration of the issuance term. Direct costs arising from debt issuance or contract are capitalized and amortized as part of financial expense using the effective interest rate through the expiration of each transaction. Such costs include commissions and professional fees. (1) UDIS = Investment units Derived from the issuance of the Debt securities, the Company is subject to certain requirements, affirmative and negative covenants, with which they comply as of December 31, 2013. (18) Trade accounts and other accounts payable Trade payables Sundry creditors Expenses payable Statutory employee profit sharing Retained payroll taxes and other local taxes Direct employee benefits Current ISR liability Interest payable Others December 31, 2013 2,764,765 205,324 194,159 29,140 129,122 5,504 383,511 3,275 44,312 3,759,112 $ $ 2012 2,838,500 256,132 142,799 30,849 110,737 10,755 - 883 54,590 3,445,245 69 Note 8 discloses the Company’s exposure to the exchange and liquidity risks related to trade accounts payable and other accounts payable. (19) Transactions and balances with related parties (a) Transactions with management (g) Management payment The following table shows the total payment to our directors and executives for services provided in their respective positions for the years ended December 31, 2013, 2012 and 2011, which is included in employee costs (see note 23): Net payment $ 52,805 39,288 44,472 December 31, 2013 2012 2011 (b) Transactions with related parties Below is a summary of the Company’s transactions and balances with other related parties: i. Revenues Sales of products to: Vimifos S.A de C.V. Frescopack S.A de C.V Maquinaria Agrícola, S.A. de C.V. Llantas y Accesorios, S.A. de C.V. Autos y Accesorios, S.A. de C.V. Alfonso R. Bours, S.A. de C.V. Taxis Aéreos del Noroeste, S.A. de C.V. Transaction value December 31, 2012 2013 $ $ 42,719 - - - - 13 18 42,750 38,664 20 - 50 448 29 19 39,230 2011 24,314 8 21 125 500 29 28 25,025 70 ii. Expenses and balances payable to related parties Transaction value December 31, 2012 2013 Balance as of December 31, 2011 2013 2012 Purchases of food, raw materials and packing supplies Vimifos, S.A. de C.V. Frescopack, S.A. de C.V. Pulmex 2000, S.A. de C.V. Qualyplast, S.A. de C.V. Purchases of vehicles, tires and spare parts Maquinaria Agrícola, S.A. de C.V. Llantas y Accesorios, S.A. de C.V. Autos y Accesorios, S.A. de C.V. Autos y Tractores de Culiacán, S.A. de C,V. Camiones y Tractocamiones de Sonora, S.A. de C.V. Agencia MX-5 S.A de C.V. Alfonso R. Bours, S.A. de C.V. Distribuidora Automotriz de los Mochis, S.A. de C. V. Airplane leasing expenses Taxis Aéreos del Noroeste, S.A. de C.V. $ $ 361,497 147,192 13,766 753 467,499 129,119 11,844 44 347,062 $ 119,950 10,302 6 57,100 29,421 22,525 62,035 27,282 19,815 69,205 21,640 24,995 21,967 18,026 23,207 23,649 2,294 590 - 1,647 397 568 - 3,333 - 767 2,135 - 21,813 18,151 - 242 8,415 4,458 253 610 5 1 147 42,855 22,766 - - 8,529 4,724 4,055 5,026 15 69 - - $ 7,375 10,137 10,063 - 54,095 $ - 88,039 As at December 31, 2013 and 2012, balances payable to related parties correspond to current accounts denominated in pesos that bear no interest and are payable in a short-term basis. (20) Income Tax Under the tax legislation in Mexico in effect through December 31, 2013, companies must pay the greater of Income Tax (ISR, by its Spanish acronym) or Flat Income Tax (IETU, by its Spanish acronym). If IETU is payable, the payment will be considered final, not subject to recovery in subsequent years. The Mexican Congress approved tax reforms that were enacted in 2013 but will be in effect beginning January 1, 2014, which include a new ISR Law and the elimination of IETU. a) ISR The Company and each of its subsidiaries file separate income tax returns (including its foreign subsidiary, which files income tax returns in the United States of America, based on its fiscal year ending in April of every year). For the years ended December 31, 2013 and 2012 the applicable rate under the general tax regime in Mexico is 30%; this rate will be applicable in future years as well. The applicable rate for the foreign subsidiary is 38.79%. Until December 31, 2013 BSACV, the Company’s primary operating subsidiary, was subject to ISR under the provisions of a simplified regime, which is applicable to companies engaged exclusively in agriculture, cattle-raising, fishing, forestry and other activities. The ISR Law establishes that the aforementioned activities are exclusive activities when no more than 10% of an entity’s total revenues are generated from something other than those activities or otherwise from the production of processed products. BSACV has complied with such provision. The simplified regime established that the taxable income for ISR is determined over collected income less paid deductions. The tax rate for this regime was 21%. 71 As a result of the new ISR law, which was enacted in 2013 and is effective as of January 1, 2014, the simplified regime was eliminated and is substituted with the an agriculture, cattle-raising, forestry and fishing regime, which is applicable for entities exclusively dedicated to such activities. The ISR Law establishes that such activities are exclusive when no more than 10% of the entities’ total revenues are generated from something other than those activities or from industrialized products. In order to determine ISR, under the agricultural, cattle-raising, forestry and fishing regime, taxable income is calculated by adding collected revenue and subtracting paid deductions; the tax rate will be 21% on annual taxable income up to 10 million pesos, and for taxable income in excess of that amount, the tax rate will be 30%. b) IETU Through December 31, 2013, IETU was calculated applying the rate of 17.5% to profit determined based on cash flows less some authorized tax credits. IETU credits were derived mainly from the unamortized negative IETU basis, taxable salaries for ISR purposes and social security contributions, as well as credits derived from deductions of certain assets such as inventories and property, plant and equipment. IETU was required to be paid when it was greater than ISR for the same fiscal year. To determine the IETU payable, the income tax paid for the same period was subtracted from the current IETU. If a negative IETU base was determined because authorized deductions exceeded taxable income, no current IETU was payable. The amount of the negative base multiplied by the IETU rate resulted in an IETU credit, which may be applied against ISR for the same year or, if applicable, against IETU payable in the next ten years. According to the Income Tax Law, crediting IETU against ISR of the same fiscal year was not applicable for fiscal years 2013, 2012 and 2011. As discussed above, the Mexican Congress eliminated the IETU Law, beginning January 1, 2014. c) Tax charged to profit and loss For the years ended December 31, 2013, 2012 and 2011, the income tax expense (benefit) included in profit and loss is as follows: Operation in Mexico: Current ISR Current IETU Deferred ISR Deferred ISR from tax rate change Foreign operation: Deferred ISR Total ISR expense (benefit) 2013 December 31 2012 2011 $ $ 1,227,189 228 (527,449) 674,810 1,374,778 (24,339) 1,350,439 366,417 - 207,079 - 573,496 28,524 602,020 69,578 8 (100,307) - (30,721) (7,895) (38,616) 72 Total income tax expense (benefit) The income tax expense (benefit) attributable to income before income taxes, was different from the amount computed by applying the ISR rate of 21% in 2013, 2012 and 2011 as a result of the items listed below: 2013 December 31, 2012 ISR 712,371 $ Percentage ISR Percentage ISR 21% $ 586,696 21% $ 239,574 2011 Percentage 21% (64,401) (9,213) - 23,188 - 13,872 674,810 (188) 1,350,439 (2%) (0%) (47,627) 1,740 (2%) (67,883) 0% 870 - - 1% 0% 20% - 61,777 (453) - - - - - (219,931) 27,021 (18,112) 2% (0%) - - (6%) 0% (19%) 2% (1%) - - 0% (113) 39% $ 602,020 (0%) 21% $ (155) (38,616) 0% (3%) Expected expense Increase (decrease) resulting from: Net effects of inflation (Non-taxable income) Non- deductible expenses Gain on purchase of foreign subsidiary Effect of general regime rate Effect of recognition of deferred assets not recognized previously Effect from non-deductible employee benefits Effect from change on tax rate in the new ISR Law Other Expense (benefit) for income taxes $ d) Deferred income tax Through December 31, 2012, based on its financial projections, the Company considered it would pay ISR in future years. In addition, as a result of the elimination of IETU in 2014, the Company will only pay ISR in the future and considered this tax as the base for the determination of deferred tax effects. The tax effects of temporary differences and tax credits that give rise to significant portions of deferred tax assets and liabilities as at December 31, 2013 and 2012 are detailed below: December 31, 2013 2012 $ Deferred tax assets Accounts payable Employee benefits PTU payable Effect from derivative financial instruments Tax loss carryforwards Total deferred tax assets Deferred tax liabilities Inventories Accounts receivable Property, plant and equipment Prepaid expenses Advances to suppliers Total deferred tax liabilities Net deferred tax liability $ 1,352,591 5,110 8,857 - 90,637 1,457,195 1,235,848 316,374 2,389,609 26,412 190,143 4,158,386 2,701,191 754,765 40,401 9,254 858 10,043 815,321 1,284,699 221,133 1,871,086 36,343 - 3,413,261 2,597,940 73 e) Unrecognized deferred tax assets Deferred tax assets that have not been recognized in the Company’s consolidated financial statements are as follows: Recoverable tax on assets Total f) Unrecognized deferred tax liabilities December 31, 2013 2012 $ 3,324 3,324 3,992 3,992 Deferred taxes related to investments in subsidiaries have not been recognized as the Company is able to control the moment of the reversal of the difference, and the reversal is not expected to take place in the near future. g) Movement in temporary differences during the fiscal year January 1, 2013 Recognized in profit and loss Accounts payable Employee benefits PTU payable Effects on derivative financial instruments Tax loss carryforwards Inventories Accounts receivable Property, plant and equipment Advanced deductions Advances to suppliers Net deferred tax liability $ (754,765) (40,401) (9,254) (858) (10,043) 1,284,699 221,133 1,871,086 36,343 - $ 2,597,940 (597,826) 60,696 397 858 (80,594) (48,851) 95,241 512,889 (9,931) 190,143 123,022 Acquired or/ Recognized directly in equity - (25,405) - - - - - - 5,634 (19,771) December 31, 2013 (1,352,591) (5,110) (8,857) - (90,637) 1,235,848 316,374 2,389,609 26,412 190,143 2,701,191 January 1, 2012 Recognized in profit and loss Recognized directly in equity December 31, 2012 $ Accounts payable Employee benefits PTU payable Effects on derivative financial instruments Tax loss carryforwards Inventories Accounts receivable Property, plant and equipment Currency translation effect Advanced deductions Net deferred tax liability $ (649,678) (46,889) (9,002) 1,704 (96,772) 1,056,327 204,213 1,905,590 14,404 20,210 2,400,107 (105,087) 6,488 (252) (2,562) 86,729 228,372 16,920 (11,138) - 16,133 235,603 - - - - - - - - (37,770) - (37,770) (754,765) (40,401) (9,254) (858) (10,043) 1,284,699 221,133 1,894,452 (23,366) 36,343 2,597,940 74 h) Tax on assets and tax loss carryforwards- As at December 31, 2013, tax loss carryforwards, and recoverable tax on assets (IMPAC) expires as shown below. Amounts are indexed for inflation as permitted by Mexican income tax law: Year 2006 2011 2012 2013 Tax loss carryforwards $ $ - 10,153 15,678 209,835 235,666 Amount as at December 31, 2013 Recoverable IMPAC 3,324 - - - 3,324 Year of expiration 2016 2021/2032 2022 2032/2033 i) Impacts on the tax reform for changes beginning 2014 As discussed above, the Mexican Congress approved a new ISR Law that was enacted in 2013 but will go into effect beginning January 1, 2014. Due to this tax reform, the Company has recognized in its financial statements a charge to 2013 results in the amount of $674,810 of deferred income tax mainly arising from the measurement of deferred assets and liabilities determined based on the new agriculture, cattle-raising, forestry and fishing regime, for the change in the general income tax rate to 30% and for the limitation to the deductible amount of certain employee benefit expenses provisioned. The main income tax impact to the Company is related to the increase from 21% to 30% in the tax rate of BSACV, the Company’s primary operating subsidiary, and to the deductible limitation of 53% of wage expenses that are tax exempt income for workers. (21) Employee benefits a) Employee benefits in Mexico Defined contribution plans The Company has a defined contribution plan which receives contributions from both the employees and the Company. Employees can make contributions from 1% to 5% of their wage and the Company is obligated to make contributions as follows: i) from the first to the fifth year of service of 1% of the wage, ii) from the sixth year of services of the employee the contribution of the Company is increased by 1% until it reaches 5%, and iii) for the subsequent years the Company contribution will be the same as the employee’s. When an employee retires from the Company he/she has the right to receive the contribution he/she has made to the plan, and i) if the employee retires between the first and the fourth year of services, he/she does not have the right to receive the contribution made by the Company, ii) if he/she retires on the fifth year of services he/she has the right to receive 50% of the contributions made by the Company and, for each additional service year, the employee has the right to receive an additional 10% of the contributions made by the Company. The Company makes payments equivalent to 2% of the integrated wage of its workers to the defined contribution plan for the retirement saving fund system established by the Mexican law. The expense for this concept was $40,023, $39,681 and $38,699, in 2013, 2012 and 2011, respectively. Defined benefits plan The Company has a defined benefit pension plan covering non-unionized personnel in Mexico. The benefits are based on the age, years of service and the employee’s payment. The retirement age is 65 years, with a minimum of 10 years of services, and there is an option for an anticipated retirement option, in certain circumstances, at 55 years of age. The Company’s policy to fund the pension plan is to make contributions up to the maximum amount that can be deducted for ISR purposes based on the projected unit credit method. 75 Additionally, according to the Mexican Federal Labor Law, the Company is obligated to pay a seniority premium as a retirement benefit if an employee retires and has at least 15 years of services, which consists of a sole payment of 12 days for each worked year based on the last wage, limited to the two minimal wages established by law. The Company recognizes as a benefit plan, a constructive obligation from past practices. Such constructive obligation is associated with service time the employee has worked on the Company. The payment of this benefit is disbursed in a single installment at the time the employee voluntarily stops working for the Company. The plans in Mexico expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk: Interest risk Longevity risk Salary risk A decrease in the interest rate for the governmental bonds will increase the plan’s liability. The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability. The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. The projected net liability presented on the consolidated statements of financial position is integrated as follows: Present value of unfunded obligations Present value of funded obligations Total present value of benefit obligations (PBO) Plan assets at fair value Unrecognized actuarial losses Projected liability, net i. Composition and return of plan assets December 31, 2013 48,245 312,170 360,415 (312,170) - 48,245 $ $ 2012 121,928 263,250 385,178 (263,250) (25,315) 96,613 Fixed income securities Variable income securities Total Actual return of the plan’s assets 2013 5.52% 2.37% 7.89% 2012 5.31% 3.44% 8.75% Composition of the plan’s assets 2013 2012 70% 30% 70% 30% 100% 100% (h) ii. Movements in the present value of defined benefit obligations (PBO) 2013 2012 PBO as at January 1 Benefits paid by the plan Service cost Interest cost Actuarial (gains) losses recognized in the statement of comprehensive income PBO as at December 31 $ $ 385,178 (19,213) 26,680 28,138 (60,368) 360,415 321,270 (31,513) 21,876 26,638 46,907 385,178 76 iii. Movements in the fair value of plan assets Plan assets at fair value as at January 1 Plan contributions Benefits paid by the plan Expected return on plan assets Actuarial losses (gains) in the statement of comprehensive income Fair value of plan assets as at December 31 $ $ iv. Expense recognized in profit and loss 2013 2012 263,250 36,626 (8,482) 20,087 689 312,170 250,856 15,125 (19,877) 24,522 (7,376) 263,250 Current service cost Interest cost, net Interest cost on obligation Curtailment gain Prior service cost Actual return on plan assets v. Actuarial gains and losses Amount accumulated as at 1 January Recognized during the year Amount accumulated as at 31 December vi. Actuarial assumptions 2013 2012 2011 26,680 8,051 - - - - 34,731 21,876 26,620 - 26,638 (657) - (24,522) 23,335 - 24,496 - 20,937 (25,815) 46,238 2013 (25,315) (61,057) (86,372) 2012 29,624 (54,939) (25,315) 2011 - 29,624 29,624 $ $ $ $ Primary actuarial assumptions at the consolidated financial statements date (expressed as weighted averages) are as follows. Discount rate as at 31 December Expected return on plan assets at 1 January Future salary increases Future pension increases 2013 8.50% N/A 4.50% 4.25% 2012 7.50% 7.50% 4.50% 4.25% The assumptions related to mortality are based on statistics and experiences over the Mexican population. The average expected life of an individual that retires at 65 years of age is 10.85 years for men and 6.72 years for women (Experience Chart of Demographic Mortality for Active EMSSA 1997). 77 vii. Historical information Present value of defined benefit obligation Plan assets at fair value Plan deficit Experience adjustments arising from plan liabilities Experience adjustments arising from plan assets $ $ $ $ 360,415 (312,170) 48,245 (60,368) (689) 385,178 (263,250) 121,928 46,907 7,376 December 31,_ 2013 2012 viii. Sensitivity analysis of the defined benefits obligations as of December 31, 2013 Discount rate 8.50% Rate increase (+ 1%) Rate decrease (- 1%) Pension plan Seniority premium Constructive obligation Total PBO (225,650) (186,196) (277,487) (86,880) (79,508) (92,373) (47,885) (44,936) (51,223) (360,415) (310,640) (421,083) ix. Expected cash flow for each benefit Pension plan 2014-2023 $ 225,650 Seniority premium 86,880 Constructive obligation Total 47,885 360,415 x. Future contributions to the defined benefits plan The Company does not expect to make contributions to the defined benefit plans on the following financial year. b) Foreign employee benefits Bachoco USA, LLC. (foreign subsidiary) has a defined contribution retirement plan of 401(k), covering all employees who meet certain eligibility requirements. The Company contributes to the plan at the rate of 50% of employee’s contributions up to a maximum of 2% of the individual employee’s payment. The cumulative contribution expense for this plan was $5,681, $4,131 and $471 for the year ended December 31, 2013, 2012 and 2011, respectively. Bachoco USA, LLC. Also has a deferred payment agreement with certain key employees. Amounts payable under this plan are vested after 10 years from the date of the agreement. The benefit value of each unit is equal to the increase in the initial book value from the date of the agreement to the conclusion of the vesting period. Under the agreement, 38,500 units were outstanding as of December 31, 2013 and 2012, respectively, all of which were fully vested. The total liability under this plan totaled $3,503 and $3,449 as at December 31, 2013 and 2012, respectively. The expense for this plan for the year ended December 31, 2013, 2012, and 211 was of $0, $9,319, and $0, respectively. c) PTU Industrias Bachoco, S.A.B de C.V. and BSACV have no employees. Each of the subsidiaries of the Company that has employees in Mexico is required under Mexican laws to pay employees, in addition to their payment and benefits, statutory employee profit sharing in an aggregate amount equal to 10% of each subsidiary’s taxable income. The accrued liability as of December 31, 2013 and 2012 is shown in note 18, Trade payable and other accounts payable. 78 (22) Costs and expenses by nature Cost of sales General, selling and administrative expenses Total costs and expenses Leases Inventory consumption Depreciation Freight Maintenance Other Other utility expenses Wages and salaries Total $ $ $ $ 2013 33,176,599 3,291,006 36,467,605 286,022 26,041,102 816,673 2,495,673 1,028,511 1,651,700 1,119,094 3,028,830 36,467,605 2012 33,318,207 3,396,655 36,714,862 290,066 26,452,636 837,807 2,412,771 1,037,982 1,641,126 1,120,314 2,922,160 36,714,862 2011 24,797,037 2,974,733 27,771,770 188,244 18,033,819 745,837 1,995,055 1,152,297 1,731,140 1,022,305 2,903,073 27,771,770 (23) Employee costs Wages and salaries Contributions to pension fund Expenses related to defined benefit plans Payments for severance expenses 2013 3,028,830 36,625 12,885 31,518 3,109,858 2012 2,922,160 15,125 4,481 40,040 2,981,806 2011 2,903,073 15,100 28,223 48,534 2,994,930 $ $ The employee cost is presented in cost of sales and general administrative and sale expenses line items. (24) Operating leases Company as lessee The Company has entered into operating leases for certain offices, production facilities, and automotive and computer equipment. Some leases contain renewal options. These agreements have terms between one and five years. Lease expenses 2013 286,022 $ 2012 290,066 2011 188,244 The amount of annual rentals payable, arising from lease agreements for the following five years is as follows: 2014 2015 2016 2017 2018 $ 58,109 40,480 38,053 36,174 21,928 (25) Stockholders’ equity and reserves a) Common stock and premiums As of December 31, 2013, 2012 and 2011, the Company’s capital stock is represented by 600,000,000 Series “B” registered shares with a par value of $1 peso per share. 79 The Robinson Bours family owned 496,500,000 shares through two family trusts: the placement trust and the control trust, which collectively represented 82.75% of the Company’s total shares. On December 9, 2013, the members of the placement trust decided to sell 57,000,000 shares that represent 9.5% of the total shares of the Company. The transaction was conducted through the BMV at market price. After the sale of the shares, the Company’s capital stock was distributed as follows: Before the Transaction Shares(1) 496,500,000 312,000,000 184,500,000 103,500,000 Position 82.75% 52.00% 30.75% 17.25% After the Transaction Shares(1) 439,500,000 312,000,000 127,500,000 160,500,000 Position 73.25% 52.00% 21.25% 26.75% Familiar Trusts - Control Trust - Placement Trust Floating Position (2) (1) All Series B shares with voting power. (2) Operating at the BMV and the NYSE. Based on the information provided to the Company, as of December 31, 2013, stockholders with 1% or more interest in the Company, in addition to the family trusts, are as follows: Royce & Associates LLC River Road Asset Management LLC b) Other comprehensive income items i. Foreign currency translation reserve As of December 31, 2013 Shares Position 17,885,652 6,777,060 3.0% 1.1% This concept is related to the translation of the Company’s United States of America operations from their functional currency (U.S. dollar) to the reporting currency, the Mexican peso. ii. Actuarial remeasurements Actuarial remeasurements are recognized as other components of comprehensive income and are related to variations in actuarial assumptions that generate actuarial gains or losses as well as adjust the actual yields from plan assets from the net interest cost calculated over the net defined benefits liability balance. Actuarial remeasurements are presented net of income tax within other comprehensive income in the consolidated statement of changes in stockholders’ equity. c) Reserve for repurchase of shares In 1998, the Company approved a stock repurchase plan in conformity with the Mexican Securities Trading Act and created a reserve for that purpose of $180,000 charged to retained earnings in such year. Pursuant to a resolution at the General Ordinary Stockholders’ Meeting, an amount of $391,560 was approved to be used in the reserve for acquisition own shares. 80 The following table shows the movements of the reserve for acquisition of shares during the years ended December 31, 2013, 2012 and 2011: Reconciliation of treasury shares Total shares as at December 31, 2012 (+) Total shares purchased in 2013 (-) Total shares sold in 2013 Balance as at December 31, 2013 Total shares as at December 31, 2011 (+) Total shares purchased in 2012 (-) Total shares sold in 2012 Balance as at December 31, 2012 Total shares at January 1, 2011 (+)Total shares purchased in 2011 (-)Total shares sold in 2011 Balance as at December 31, 2011 Number of shares - 100,000 (100,000) - 227,400 3,704,731 (3,932,131) - 200,000 257,400 (230,000) 227,400 The net amount of repurchase and treasury share sale transactions gave rise to a gain of $127 and $10,993 during the years ended December 31, 2013 and 2012, respectively, and a loss of $209 as at December 31, 2011, recognized within equity. As at December 31, 2013, the Company has no treasury shares. d) Dividends During the years ended December 31, 2013, 2012 and 2011, the Company has declared and paid the following dividends: In 2013, the Company declared dividends on April and December as follows: • On April 24th, the Company declared a payment of dividends in cash at nominal value of $350,400 or $0.584 pesos per outstanding share. The payment was made in two even installments of $0.292 pesos in May and July, 2013. • On December 6th, the Company declared a second payment of dividends in cash in the amount at nominal value of $600,000 or $1.00 peso per outstanding share, which was paid on December 23, 2013. In 2012 and 2011 the Company declared and paid dividends to its shareholders for a nominal value amount of $299,175 and $299,926 respectively, or $0.50 per outstanding share in nominal pesos. Dividends that the Company pays to stockholders are subject to ISR solely insofar as such dividends exceed the balance in its net tax income account (CUFIN) consisting of income in which ISR is already paid by the Company. The ISR paid on dividends corresponds to a tax payable by legal entities and not by individuals. However, as a result of changes to the income tax law described in note 20a, beginning on January 1, 2014 there is a new tax of 10% for individuals who receive dividends from entities. Such tax is considered a withholding tax by the entity that pays the dividends. This tax will be applicable only to the income generated from period 2014. Thus, the Company must update its CUFIN from income generated up to December 31, 2013 and must calculate a new CUFIN with the income generated from January 1, 2014. The Company obtains most of its revenue and net income from BSACV. For fiscal years 2013, 2012 and 2011, net income of BSACV, accounted for 71%, 79% and 86% respectively, of consolidated net income. Dividends for which BSACV pays ISR will be credited to the Company’s CUFIN account, and accordingly, any future liabilities arising from ISR will arise when such amounts are distributed as dividends by the Company to the stockholders. The restated amount on tax bases of the contributions made by stockholders (CUCA), totaling $2,416,635, may be refunded to them tax-free, to the extent that such amount is the same or higher than equity. 81 (26) Earnings per share Earnings per share for the years ended December 31, 2013, 2012 and 2011 are $3.40, $3.65 and $1.96, respectively. The calculation of basic earnings per share was based on income attributable to ordinary stockholders of $2,038,422, $2,184,567 and $1,177,346 for the years ended December 31, 2013, 2012 and 2011, respectively. The average weighted number of common outstanding in 2013, 2012 and 2011 was 599,992,952, 598,959,882 and 599,822,448 shares, respectively. The Company has no ordinary shares with potential dilutive effects. (27) Commitments • Bachoco USA, LLC (foreign subsidiary) has self-insurance programs for health care costs and workers’ payments. The subsidiary is liable for health care claims up to $4,582 (350 thousand dollars) each year per plan participant and workers’ payments claims up to $13,090 (1,000 thousand dollars) per event. Self-insurance costs are recorded based on the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. The provision for this concept is recorded in the accompanying consolidated statement of financial position within current liabilities amounting to $48,472 (3,703 thousand dollars) as at December 31, 2013. Likewise, the consolidated statement of comprehensive income includes expenses relating to self-insurance plans of $85,006 (6,494 thousand dollars) for the year ended December 31, 2013. The Company is required to maintain letters of credit on behalf of the subsidiary of $44,506 (3,400 thousand dollars) to secure self-insured workers' payments. • The Company has entered into grain supply agreements with third parties as part of the regular course of its operations. (28) Contingencies a) Insurance The Company has not contracted full coverage insurance for its facilities, interruption of activities or corporate civil liability in respect of property and environmental damage resulting from accidents in the Company’s property or that relate to Company operations. Until appropriate insurance coverage is obtained, there is a risk that the loss or destruction of certain assets may have a significant adverse effect on the Company’s operations and financial situation. b) • • • Lawsuits The Company is involved in a number of lawsuits and claims arising from the regular course of business. In the opinion of the Company’s management, they are not expected to have significant effects on the Company’s financial position, operating results and future consolidated statements of cash flows. Bachoco USA, LLC. is involved in claims with the United States of America Department of Labor and the Unites State Immigration and Customs Enforcement, and various other matters related to its business, including workers’ payment claims and environmental issues. As at December 31, 2013 and 2012, the Company has recorded provisions for potential claims of $19,635 (1,500 thousand dollars) and $25,740 (2,000 thousand dollars), which are included within current liabilities. On December 2009, the Mexican Federal Competition Agency (CFC, for its Spanish acronym) released a news report in which it announced an investigation on the Mexican poultry industry in reference to possible monopolistic practices. The accusation was not referenced to a specific entity. The Company, as well as other producers and distributors, was required to provide information to the CFC during the subsequent years. As a result the CFC determined the following: 82 - On November 2012, the CFC imposed a fine of $1.4 million pesos to Bachoco, arguing Bachoco conspired with local producers to manipulate the chicken price in Chetumal, Quintana Roo. Price manipulation is a prohibited practice under Mexican law. - On January 2013, the CFC released a new announcement with a new fine of $1.6 million pesos, arguing Bachoco conspired with local producers to manipulate the chicken price in Cancún, Quintana Roo. In all cases, the Company disagreed with the CFC’s resolution and appealed all of the resolutions according to the provisions of Mexican law, to assert its rights as a company that contributes to the development of the country and to a free market. The Company and its attorneys do not believe that it is probable that it will receive an unfavorable outcome for which reason it has not provisioned any amounts. c) Tax contingencies In accordance with tax laws, Mexican authorities are empowered to review transactions carried out during the five years prior to the most recent ISR return filed. For the operations in the United States of America, the authorities of that country are empowered to review transactions carried out during the three years prior to the due date of the most recent annual tax return. Although the Company is under review by tax authorities, nothing has come to its attention as a result of those reviews that would indicate that a contingency exists. (29) Financial income and costs Interest income Income from interest in accounts receivable Foreign exchange gain, net Effects of valuation of financial instruments Financial income Effects of valuation of financial instruments Interest expense and financial expenses on financial debt Commissions and other financial expenses Financial costs Financial income, net 2013 298,141 16,104 28,085 2,455 344,785 - (97,025) (129,341) (226,366) 118,419 $ $ 2012 209,170 12,893 35,212 12,757 270,032 - (71,005) (33,995) (105,000) 165,032 2011 182,274 11,503 54,505 - 248,282 (896) (40,688) (29,056) (70,640) 177,642 (30) Other income (expenses) Other income Sale of scrap of biological assets, raw materials, by- products and other Bargain purchase gain - domestic business acquisition (note 4b) Bargain purchase gain - foreign business acquisition (note 4a) 2013 2012 2011 $ 332,623 271,385 202,780 - - - - 46,724 1,000,565 Total other income 332,623 271,385 1,250,069 Other expenses Cost of disposal of biological assets, raw materials, by- products and other Business acquisition-related costs (note 4a) Other Total other expenses Total other income (expenses), net (244,054) - (57,865) (301,919) 30,704 $ (257,182) - (38,013) (295,195) (23,810) (193,707) (11,426) (44,971) (250,104) 999,965 83 COMPANY DESCRIPTION Industrias Bachoco is the leader in the Mexican poultry industry, and one of the largest poultry producers globally. The Company was founded in 1952, and became a public company in 1997, via a public offering of shares on the Mexican and The New York Stock Exchange. Bachoco is a vertically integrated company headquartered in Celaya, Guanajuato located in Central Mexico. Its main business lines are: chicken, eggs, balanced feed, swine, and turkey and beef value-added products. Bachoco owns and manages more than a thousand facilities, organized in production complexes in México and in the U.S. Currently the Company employs more than 24,000 people. The Company is rated AA+ (MEX), representing high credit quality by Fitch Mexico, S.A. de C.V., and HR AA+ which signals that the Company and the offering both have high credit quality by HR Ratings de Mexico S.A. de C.V. Enrique Robinson Bours Almada Life Honorary Chairman of the Board and Co-Founder HEADQUARTERS Industrias Bachoco, S.A de C.V. Av. Tecnológico 401 Col. Ciudad Industrial C.P. 38010 Celaya, Guanajuato, México T.+ 52 (461) 618.35.00 F.+52 (461) 611.65.02 DEPOSITARY BANK The Bank of New York Mellon P.O. Box 11258 Church Street Station New York, N.Y. 100286USA Toll Free: 1.888.269.2377 T. (212) 815.37.00 shareowner@bankofny.com INDEPENDENT AUDITORS Deloitte Touche Tohmatsu/Galaz, Yamazaki, Ruiz Urquiza, S.C. T. +52 (442) 238.29.44 INVESTOR RELATIONS Daniel Salazar Chief Financial Officer Claudia Cabrera Investor Relations T. +52 (461) 618.35.55 inversionistas@bachoco.net claudia.cabrera@bachoco.net STOCK INFORMATION Share in the BMV: BACHOCO Bonds in the BMV: BACHOCO12 ADRs in the NYSE: IBA www.bachoco.com.mx 

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