In preparing the Audited Consolidated Financial Statements, we followed Mexican FRS, which differ in certain respects from U.S. GAAP. Note 21 to the Audited Consolidated Financial Statements provides a description of the main differences between Mexican FRS and U.S. GAAP as they apply to us; a reconciliation from Mexican FRS to U.S. GAAP of total stockholders’ equity, net income, and a condensed statement of cash flows under U.S. GAAP as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007. Our financial statements were prepared pursuant to Bulletin B-10, as superseded by Mexican FRS B-10, as well as Bulletin B-12, as superseded by Mexican FRS B-2, both issued by the Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C. (the “Mexican Board for Research and Development of Financial Reporting Standards” or “CINIF”). See the summary on Mexican FRS B-10 in “Presentation of information” above.

 

Except as otherwise indicated, all data in the Audited Consolidated Financial Statements included below in Item 18 and the selected financial information included throughout this Form 20-F (this “Annual Report”) have been presented in nominal pesos for the years 2009 and 2008 and in constant pesos as of December 31, 2007 for the years 2005 - 2007. The effects of this price-level restatement under Mexican FRS have not been reversed in the reconciliation of Mexican FRS to U.S. GAAP. See Note 21 to the Audited Consolidated Financial Statements.

 

As of January 1, 2008, a new financial reporting standard came into effect, which eliminates the recognition of inflationary effects in our financial information. Consequently, financial information corresponding to periods prior to December 31, 2007 is expressed in millions of Mexican Pesos with purchasing power as of December 31, 2007, while the financial information for December 31, 2009 and 2008, is stated in millions of nominal Mexican Pesos.

 

3

---

 

		As of and for the year ended December 31,
		2005				2006				2007				2008				2009				2009(2)
Income Statement Data		in millions of constant pesos as of December 31, 2007 for years 2005 – 2007 and in millions of nominal pesos for years 2009 and 2008(1)																				In millions of U.S. dollars(1)
Mexican FRS:
Net revenues		Ps.	15,617.7			Ps.	15,551.0			Ps.	18,219.6			Ps.	20,125.3			Ps.	23,262.9				1,778.5
Cost of sales			11,234.2				12,053.0				14,477.9				17,482.5				19,326.8				1,477.6
Gross profit			4,383.5				3,498.0				3,741.8				2,642.9				3,936.1				300.9
Operating income			2,378.1				1,425.4				1,496.3				230.1				1,413.8				108.1
Comprehensive financing income (loss)			(74.0	)			61.4				19.1				(1,369.2	)			(133.2	)			(10.2	)
Net controlling interest income (loss)			1,908.4				906.2				1,270.9				(879.0	)			797.6				61.0
Net consolidated income (loss) per Share(3)			3.2				1.5				2.1				(1.5	)			1.3				0.1
Net consolidated income (loss) per ADS(4)			38.2				18.1				25.4				(17.5	)			16.0				1.2
Dividends per Share(5)			0.44				0.61				0.59				0.59				0.42				0.03
Weighted average Shares outstanding (thousands)			599,694				599,571				600,000				600,000				599,946				599,946
U.S. GAAP:
Net revenues		Ps.	15,617.7			Ps.	15,551.0			Ps.	18,219.6			Ps.	20,125.3			Ps.	23,262.9				1,778.5
Operating income			2,356.0				1,395.7				1,481.0				185.6				1,391.0				106.3
Majority net income (loss)			1,893.3				895.6				1,261.9				(869.4	)			787.0				60.2
Statement of Financial Position Data
Mexican FRS:
Cash and cash equivalents		Ps.	3,419.9			Ps.	3,583.9			Ps.	3,039.9			Ps.	1,998.2			Ps.	2,551.0				195.0
Total assets			16,530.9				17,559.2				19,116.4				19,455.0				19,877.9				1,519.7
Short-term debt(6)			100.0				9.8				58.8				234.2				591.9				45.2
Long-term debt			56.0				35.5				50.8				391.7				372.0				28.4
Total stockholders’ equity			13,502.7				14,102.9				15,127.2				14,079.4				14,638.5				1,119.1
Capital Stock			2,294.6				2,294.9				2,294.9				2,294.9				2,294.9				175.5
U.S. GAAP:
Total controlling interest equity			13,499.0				14,053.2				15,071.7				13,786.7				14,329.2				1,095.5
Selected Operating Data
Sales volume (thousands of tonnes):
Chicken			773.0				773.7				837.2				878.1				918.1
Eggs			140.6				143.4				147.8				143.6				143.4
Swine and Others			9.6				8.9				16.1				18.8				19.0
Balanced Feed			389.6				484.4				438.8				370.7				337.9
Margins (Mexican FRS)
Gross margin (%)			28.1	%			22.5	%			20.5	%			13.1	%			16.9	%
Operating margin (%)			15.2	%			9.2	%			8.2	%			1.1	%			6.1	%
Consolidated net margin (%)			12.2	%			5.8	%			7.0	%			(4.4	)%			3.5	%
Total employees			20,432				21,035				23,088				23,248				24,065

(1)  Except per share and per ADS amounts and operating data.

(2)  Peso amounts have been translated into U.S. dollars, solely for the convenience of the reader, at the rate of Ps.13.08 per U.S. dollar.

(3)  Net income per share has been computed based on the weighted average number of common Shares outstanding.

(4)  Net income per ADS has been computed by multiplying net income per share by twelve, to reflect the ratio of twelve Shares per ADS.

(5)  Dividends per share have been computed by dividing the total amount of dividends paid by the weighted average Shares outstanding.

(6)  Includes notes payable to banks and current portion of long term debt.

 

4

---

 

Exchange Rates

 

During 2005, the Mexican peso was volatile, mainly at the beginning and at the end of the year, and trended towards appreciation with respect to the U.S. dollar.  At the end of 2005, the Mexican peso finished stronger against the U.S. dollar.

 

During 2006, the Mexican economy showed signs of stability with an annual inflation rate of 4.1%. After showing volatility during the first part of the year, the Mexican peso showed a reasonably stable peso-dollar exchange rate with a final depreciation of 1.6%, compared with the exchange rate at the end of 2005.

 

In 2007, the Mexican economy was stable overall, with an annual inflation rate of 3.8%, while the peso-dollar exchange rate at year-end depreciated by 1.1% with respect to December 31, 2006.

 

In 2008, the Mexican economy suffered a sharp slowdown and ended the year with an inflation rate of 6.5%.  The exchange rate of the peso against the U.S. dollar was highly volatile.  While during the first half of the year, the Mexican peso strengthened its position with respect to the U.S. dollar, the Mexican peso experienced a steep depreciation during the second half of the year and the peso-dollar exchange rate at year-end had depreciated by 21.0% with respect to December 31, 2007.

 

During 2009, the Mexican economy continued to be affected by the global economic crisis, ending the year with an inflation rate of 3.57%.  However, although the Mexican peso-dollar exchange rate depreciated during the first half of 2009, the peso stabilized and strengthened its position in the second half of 2009, leading the Mexican peso-dollar exchange rate to appreciate 5.4% in 2009 with respect to the exchange rate in effect on December 31, 2008.

 

The following table sets forth for the periods indicated the high, low, average and year-end exchange rates for the purchase and sale of U.S. dollars (presented in each case as the average between such purchase and sale rates):

 

		Exchange Rate(1) (in current pesos per U.S. dollar)
Year Ended December 31,		High				Low				Average(2)				Year End
2005			11.41				10.41				10.89				10.63
2006			11.46				10.43				10.91				10.80
2007			11.27				10.67				10.93				10.92
2008			13.94				9.92				11.14				13.83
2009			15.41				12.63				13.50				13.08

(1)	The exchange rates are the noon buying rates in New York City for cable transfers in pesos as certified for customs purposes by the Federal Reserve Bank of New York (the “noon buying rate”).

(2)	Average of month-end rates for each period shown.

 

		Exchange Rate(1) (in current pesos per U.S. dollar)
Period		High				Low
December 2009			13.08				12.63
January 2010			13.03				12.65
February 2010			13.19				12.76
March 2010			12.74				12.30
April 2010			12.41				12.16
May 2010			13.14				12.27

(1)	The exchange rates are the noon buying rates in New York City for cable transfers in pesos as certified for customs purposes by the Federal Reserve Bank of New York.

 

5

---

 

On June 14, 2010, the exchange rate for cable transfers in pesos as certified for customs purposes by the Federal Reserve Bank of New York was Ps.12.54 per $1.00 U.S. dollar.

B.	Capitalization and Indebtedness

 

Not applicable

 

C.	Reasons for the Offer and Use of Proceeds

 

Not Applicable

 

D.	Risk Factors

 

Risks Relating to Mexico, Other Emerging Market Countries and the U.S. Economy

 

Mexico has experienced adverse economic conditions

 

If the Mexican economy experiences decreased output in a recession, or if inflation or interest rates significantly increase, consumers may not be able to purchase our products.  These and other effects could have adverse consequences on our business, financial condition and results of operations.

 

The chart below includes Mexican gross domestic product (“GDP”) and Inflation Rate data from 2005-2009, as provided by the Central Bank.

 

Period		GDP				Inflation Rate
2005			3.0	%			3.33	%
2006			4.8	%			4.05	%
2007			3.3	%			3.80	%
2008			1.3	%			6.50	%
2009			-6.5	%			3.57	%

 

Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our financial condition and results of operations

 

The single largest component of our cost of sales, our feed, is comprised partially of ingredients we purchase from the United States, where prices are denominated in U.S. dollars.  In addition, the prices of ingredients we purchase in Mexico may be influenced by U.S. commodity markets.  Therefore, should the peso fall relative to the U.S. dollar, the cost of our operations, some accounts payable due and our debt payments would increase. Any future depreciation or devaluation of the peso may result in further net foreign exchange losses.

 

·

In 2005, the Mexican peso appreciated with respect to the U.S. dollar by 4.9% at the end of the year and the average value of the Mexican peso was 3.6% higher.

 

·

In 2006, the Mexican peso was reasonably stable in its peso-dollar exchange rate with a final depreciation of 1.6%, compared to the end of 2005.  The average value of the Mexican peso was 0.1% lower than the average of 2005.

 

·

In 2007, the Mexican peso remained reasonably stable in its peso-dollar exchange rate.  According to the U.S. Federal Reserve Bank, the peso depreciated with respect to the U.S. dollar by 1.1% at year-end.  The average value of the Mexican peso was 0.2% lower than the average of 2006.

 

 

6

---

 

·

In 2008, the Mexican peso was highly volatile during the year in its peso-dollar exchange rate with a final depreciation of 21.0%, compared to the end of 2007.  The average value of the Mexican peso was 1.9% lower than the average in 2007.

 

·

In 2009, the Mexican peso experienced greater stability during the second half of the year in its peso-dollar exchange rate, with a final appreciation of 5.4%, compared to the end of 2008. The average value of the Mexican peso was 17.4% lower than the average in 2008.

 

The Company uses financial instruments to counter financial risks on the exchange rate of the Mexican peso versus the U.S. dollar; a drastic change in the exchange rate could have an adverse impact on the financial position of the Company.

 

Severe devaluation or depreciation of the peso may also result in disruption of the international foreign exchange markets and may limit our ability to transfer or to convert pesos into U.S. dollars for the purpose of making timely payments of interest and principal on our indebtedness and some accounts payable.  While the Mexican government does not currently restrict, and for many years has not restricted, the right or ability of Mexican or foreign persons or entities to convert pesos into U.S. dollars or to transfer other currencies out of Mexico, the government could institute restrictive exchange rate policies in the future.  Currency fluctuations will probably continue to affect our revenues and expenses.

 

Furthermore, fluctuations in the exchange rate between the peso and the U.S. dollar will also affect the U.S. dollar equivalent of the peso price of our Shares (the “Shares” or “Series B Shares”) in the Mexican Stock Exchange and the price of American Depository Shares (“ADSs”) on the New York Stock Exchange.  Because we pay cash dividends in pesos, exchange rate fluctuations will affect the U.S. dollar amounts received by holders of American Depository Receipts (“ADRs”) upon conversion of such cash dividends by the Depositary.

 

High levels of inflation and high interest rates in Mexico could adversely affect our financial condition and results of operations

 

According to the Central Bank, the average interest rates on 28-day Mexican treasury bills, or Cetes, was 9.2%, 7.2% , 7.2%, 7.6%  and 5.4% during 2005, 2006, 2007, 2008 and 2009, respectively.  On June 14, 2010, the 28-day Cetes rate was 4.6%.  High interest rates in Mexico could adversely affect our costs.  Our earnings may also be affected by changes in interest rates due to the impact those changes have on our variable-rate debt instruments and may benefit from the interest we earn in our cash balance.

 

Political events in Mexico could affect Mexican economic policy and our operations

 

Felipe Calderón was elected as President of Mexico in July of 2006.  President Calderón’s party, the Partido Acción Nacional, or PAN, obtained a plurality of the seats in the Mexican Congress after the election; no party succeeded in securing a majority in either chamber of the Mexican Congress.  The absence of a clear majority by a single party and the lack of alignment between the president-elect and the legislature have continued following the 2009 Congressional election.  This situation may result in government gridlock and political uncertainty, which could have an adverse effect on our business, financial position and results of operations.  We cannot provide any assurance that future political developments in Mexico over which we have no control will not have an adverse effect on our financial position or results of operations.

 

7

---

 

Developments in other emerging market countries may adversely affect our business or the market price of our securities

 

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other emerging market countries.  Although economic conditions in such countries may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers.  We cannot assure you that the market value of our securities will not be adversely affected by events elsewhere, especially in emerging markets.

 

Developments in the U.S. economy may adversely affect our business

 

Economic conditions in Mexico are heavily influenced by the condition of the U.S. economy due to various factors, including commercial trade pursuant to the North American Free Trade Agreement (“NAFTA”), U.S. investment in Mexico and emigration from Mexico to the United States.  Events and conditions affecting the U.S. economy may adversely affect our business, results of operations, prospects and financial condition.

 

Risks Relating to our Organization

 

The chicken industry is characterized by long-term price declines and cyclical periods

 

The Mexican chicken industry, like the chicken industry in other countries, has been characterized by a long-term decline in prices in real terms.  The industry has undergone cyclical periods of higher prices and profitability, followed by overproduction, leading to periods of lower prices and profitability.  Real prices for eggs and swine in Mexico have also declined over the long term and have varied cyclically.  The market that we serve is subject to volatility with respect to supply, which affects prices.  We cannot assure you that future cyclicality, excess supply and downturns in real prices will not adversely affect our results.

 

The price of feed ingredients is subject to significant volatility

 

The largest single component of our cost of sales is the cost of ingredients used to prepare feed, including sorghum, soybean meal, corn, fish meal, meat meal and, for certain chicken products, marigold extract.  The price of most of our feed ingredients is subject to significant volatility resulting from weather, the size of harvests, transportation and storage costs, governmental agricultural policies, currency exchange rates and other factors.  Given the long-term declining trends in real chicken prices, we may experience difficulty or delays in passing any increase in grain costs to customers.  Accordingly, increases in the prices of the main ingredients used in the preparation of feed may have a material adverse effect on our margins and results of operations.  Since we purchase many feed ingredients in U.S. dollars, from time to time we may acquire financial instruments to protect us against exchange rate fluctuations that may affect future purchases of feed ingredients.

 

In particular, corn prices began to decline in comparison with previous years by the end of 2008.  In 2009, such prices were lower and more stable.

 

We can offer no assurance that corn and soybean meal prices will not continue to experience strong volatility in the future.  If such prices begin to increase again, our profits could be adversely affected.

 

The Company uses financial instruments to counter financial risks as protection against adverse fluctuations in the prices of corn and soybean.  A drastic change in grain prices could have an adverse impact on the financial position of the Company.

 

8

---

 

Our operations depend on raising animals and meat processing, which are subject to risks such as diseases, contamination, adverse weather conditions or natural disasters

 

Our operations involve raising animals and are subject to a variety of risks.  Chickens in particular are susceptible to infections by a variety of microbiological agents.

 

In the past, we have experienced limited outbreaks of various diseases that have resulted in higher mortality rates.

 

During 2005, there was an ample diffusion in the media worldwide of a particular strain of AIV (H5N1), mainly in Asia and some European countries, which affected consumption of chicken in those countries.  At the present time, this strain has not been found in birds in the United States or in Latin America.

 

Meat and eggs are subject to contamination during processing and distribution.  We do not believe that contamination of individual shipments during distribution would have a material adverse effect on our operations.  Contamination during processing, however, could affect a larger number of our poultry products and therefore could have a more significant impact on operations.

 

Hurricanes or other adverse weather conditions could result in additional losses of inventory and damage to our plants and equipment.  Our facilities near Mexico’s coast are most vulnerable to the risk of severe weather. In 2006, we experienced a loss of chickens in our Norwest Complex due to the effects of Hurricane Lane.

 

In April 2010, the table eggs operation located in Mexicali, B.C. was affected by an earthquake that hit northwestern Mexico on April 4.  The earthquake partially affected almost all of the farms located in this region, including our farm.  Our affected farm represents approximately 9.0% of our total egg production.  Other facilities, such as feed mill and distribution centers, were essentially undamaged.

 

The use of nutritional supplements and the possibility of contamination expose us to risk of loss of consumer confidence in the chicken industry

 

To reduce contamination, we use specialized feedstock and nutritional supplements that have been approved by the Mexican government and meet international industry standards.  We can offer no assurance, however, that in the future we will not be materially adversely affected by claims or consumer concerns arising out of the use of these products in raising our animals.

 

Our sales are entirely dependent on consumer preferences, and the loss of consumer confidence in the products sold by Mexican meat and egg producers as a result of disease, contamination or other reasons, even if not related to our own products, could have a material adverse effect on the results of our operations.

 

We face significant competition from other chicken producers in all of our geographic markets and product lines

 

According to the UNA, we are Mexico’s largest chicken producer, but we face competition from other producers in all of the markets in which we sell our products.  In 2009, we accounted for approximately 34.0% of total chicken production in Mexico.  There are two other major vertically integrated chicken producers in Mexico, which together with Bachoco account for approximately 59.0% of Mexican chicken production, with the balance distributed among 178 small and medium-sized integrated and non-integrated producers.

 

9

---

 

Each of the two other major companies has substantial financial resources and strengths in particular product lines and regions.  We expect to continue to face strong competition in every market, as our existing or new competitors are likely to broaden their product lines and extend their geographic coverage.  Accordingly, we cannot assure you that our performance will not be adversely affected by increased competition.

 

We face increased competition from U.S. producers

 

Since 2003, chicken (excluding leg quarters for which the Mexican government imposed some temporary restrictions), eggs and swine import quotas were eliminated through the North America Free Trade Agreement or “NAFTA”.  Poultry producers in the United States have developed extremely low-cost production methods and have been successful in exporting primarily frozen and value-added poultry to other countries, especially in periods of overcapacity in the United States.  As tariff barriers decline under NAFTA, U.S. producers can be expected to increase exports to Mexico, which could have a material adverse effect on our performance.

 

On January 1, 2008, the restrictions for leg quarters were phased out. At present there are no restrictions on importing these products into Mexico.

 

We are a holding company with no substantial operations and depend on our subsidiaries for cash flow

 

We are a holding company with no substantial operations and, consequently, we are dependent on dividends and other payments from subsidiaries for virtually all of our cash flow, including cash flow to pay taxes, service debt, make equity investments, finance the growth of subsidiaries and pay dividends to stockholders.  Together with Mexican law, our ability to pay dividends may, in the future, be limited by financial covenants in debt instruments that we, or our subsidiaries, may acquire.

 

Risks Relating to the ADS, and the Shares in the Mexican Market

 

The Robinson Bours family controls our management and their interests may differ from other security holders

 

Certain members of the Robinson Bours family hold the power to elect a majority of the members of our Board of Directors and have the power to determine the outcome of certain other actions requiring the approval of our stockholders, including whether or not dividends are to be paid and the amount of such dividends.  The Robinson Bours family has established two Mexican trusts, which they control (“Control Trust”), that together held 496,500,000 Shares outstanding on December 31, 2007.  In November of 2008, the Robinson Bours family created a third trust with 102,000,000 Shares, which were taken from one of the existing trusts.  The purpose of this new trust was to serve as collateral for the Company’s loan indebtedness. In the second half of 2009, this third trust was eliminated and the Shares were returned to the original trust.   The trusts together accounted for 496,500,000 Shares outstanding on December 31, 2009 and there has been no change in the position of each holder.

 

Future sales of Shares by the controlling stockholders may affect prevailing market prices for the ADS’s and the Shares trading at the Mexican Market.

 

The prevailing market prices for the ADS’s and the Shares could decline if the Robinson Bours family sold substantial amounts of their Shares, whether directly, or indirectly, through the Mexican trusts through which they hold their Shares, or if the perception arose that such a sale could occur.

 

The protection afforded to minority stockholders in Mexico is different from that in the United States

 

Under Mexican law, the protection afforded to minority stockholders is different from those in the United States.  In particular, the law concerning fiduciary duties of directors is not well developed, there is no procedure for class actions or stockholder derivative actions, and there are different procedural requirements for bringing stockholder lawsuits.  As a result, in practice it may be more difficult for the minority stockholders of Bachoco to enforce their rights against us or our directors or our controlling stockholder than it would be for stockholders of a U.S. company.

 

10

---

 

Our bylaws restrict the ability of non-Mexican stockholders to invoke the protection of their governments with respect to their rights as stockholders

 

As required by Mexican law, our bylaws provide that non-Mexican stockholders shall be considered as Mexicans with respect to their ownership interests in Bachoco and shall be deemed to have agreed not to invoke the protection of their governments in certain circumstances.  Under this provision, a non-Mexican stockholder is deemed to have agreed not to invoke the protection of its own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the stockholder’s rights as a stockholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in Bachoco.  If you invoke such governmental protection in violation of this agreement, your Shares could be forfeited to the Mexican government.

 

Our bylaws may only be enforced in Mexico

 

Our bylaws provide that legal actions relating to the execution, interpretation or performance of the bylaws may be brought only in Mexican courts.  As a result, it may be difficult for non-Mexican stockholders to enforce their stockholder rights pursuant to the bylaws.

 

It may be difficult to enforce civil liabilities against us or our directors, officers and controlling persons

 

We are organized under the laws of Mexico, and most of our directors, officers and controlling persons reside outside the United States.  In addition, all of our assets and their assets are located in Mexico.  As a result, it may be difficult for investors to affect service of process within the United States on such persons or to enforce judgments against them.  This pertains also to any action based on civil liabilities under the U.S. federal securities laws.  There is doubt as to the enforceability against such persons in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.

 

Non-Mexican stockholders may not be entitled to participate in future preemptive rights offerings

 

Under Mexican law and our bylaws, if we issue new Shares for cash as part of a capital increase, we must grant our stockholders the right to purchase a sufficient number of Shares to maintain their existing ownership percentage in the Company (“preemptive rights”).  We can allow holders of ADSs in the United States to exercise preemptive rights in any future capital increase only in one of the following two circumstances: (i) we file a registration statement with the Securities and Exchange Commission with respect to that future issuance of Shares; or (ii) the offering qualifies for an exemption from the registration requirements of the Securities Act.

 

We make no promises that we will file a registration statement with the Securities and Exchange Commission to allow holders of ADSs in the United States to participate in a preemptive rights offering.  As a result, the equity interests of such holders in the Company may be diluted proportionately.  In addition, under current Mexican law, it is not practicable for the depositary to sell preemptive rights and distribute the proceeds from such sales to ADS holders.

 

Corporate disclosure and accounting in Mexico may differ from other countries

 

There may be less, or different, publicly available information about issuers of securities in Mexico than is regularly published by or about issuers of securities in other countries with highly developed capital markets.  In addition, due to country-by-country differences in accounting and other reporting principles and standards, our corporate disclosures may differ in content from disclosures made under other principles and standards, such as U.S. GAAP.

 

11

---

 

ITEM 4.

Information on the Company

 

A.	History and Development of the Company

 

Our legal name is Industrias Bachoco, S.A.B. de C.V., and we frequently refer to ourselves commercially as Bachoco.  We were incorporated in Mexico on April 17, 1980.  Our headquarters are located at Avenida Tecnológico No. 401, Ciudad Industrial 38010, Celaya, Guanajuato, Mexico, telephone +52461 618-3500 and +52461 618-3555.  Our investor relations agent in the U.S. is Grayling, which is located in New York, New York.  Our main product lines are:  chicken, table egg, balanced feed and swine.  At present, almost all of our production and almost all of our sales are in Mexico.

 

According to the UNA, we are the largest poultry producer in Mexico.  In 2009, we produced approximately 9.5 million chickens per week and accounted for approximately 34.0% of total chicken production in Mexico.  As a vertically integrated producer, we control virtually all aspects of the production and distribution process, which enables us to exercise cost controls and to maintain high standards of quality, service and efficiency.  With over 800 production and distribution facilities dispersed throughout Mexico, our operations include the following: preparing balanced feed, breeding, hatching and growing chickens, and processing, packaging and distributing chicken products.

 

Sales of chicken products accounted for 78.3% of our net revenues in 2009.  Please also see the table under Item 5. A.  “Operating Results.”

 

We are also a significant producer of commercial balanced feed.  We sell our feed both through distributors and directly to small producers.  During 2009, we sold 338 thousand tons of balanced feed to external customers, which amounted to 6.3% of our total revenues for that year.

 

Currently, Bachoco is the second largest producer of table egg products.  In 2009, we sold approximately 143 thousand tons.  Table egg sales accounted for 10.1% of our net revenues in 2009.

 

As part of our other product lines we also sell swine on the hoof to meat packers for pork product production, miscellaneous poultry-related products, and in 2007, we entered into two new business lines:  turkey and beef value-added products.  In 2009, sales of swine and these other lines accounted for 5.3% of our net revenues.

 

12

---

 

The following table sets forth, for each of the periods presented, the volume of chicken, balanced feed, table eggs and swine that we sold:

 

		Bachoco Sales Volume (in thousands of tonnes)
		Year Ended December 31,
		2005				2006				2007				2008				2009
Chicken			773.0				773.7				837.2				878.1				918.1
Eggs			140.6				143.4				147.8				143.6				143.4
Swine(1)			9.6				8.9				16.1				18.8				19.0
Balanced Feed			389.6				484.4				438.8				370.7				337.9

(1) Includes Swine, Turkey and Beef products.

 

In the Mexican poultry industry, few producers operate in multiple regions.  We believe we have the broadest geographic market coverage in the Mexican poultry industry and that we are one of the largest poultry suppliers in the Mexico City metropolitan region (which accounts for a significant portion of overall Mexican chicken consumption).  We currently compete in every major product category and channel of distribution for poultry products within the regions that we serve.  We expect to continue to do so in order to meet growing consumer demand and needs.

 

Background and Ownership Structure

 

Founded in 1952 by the Robinson Bours family as a small commercial table egg operation in the state of Sonora, we grew by expanding our existing facilities and acquiring additional facilities from other poultry producers.  In 1974, we established operations in Celaya, located in the agricultural region of Bajio, to begin serving the Mexico City metropolitan region.  Beginning in 1988, our management recognized the potential for growth in Mexican chicken consumption, as well as the advantages of a large, vertically integrated operation.  As a result, we began to seek opportunities for geographic expansion and to increase production capacity and market share.  We extended our market coverage (particularly in 1993 and 1994) by purchasing fixed assets and inventory from major regional producers that faced financial difficulties.  Following each acquisition, we made substantial investments to apply our production and distribution methods and reap the benefits of vertical integration and economies of scale, improving the performance of the acquired facilities.

 

In April 1995, Robinson Bours stockholders created a trust (the “Control Trust”), the principal purpose of which was to hold a controlling interest in our Series B Shares.  Before September 2006, our common stock (“Common Stock”) consisted of Series B Shares and Series L Shares of limited voting stock (“Series L Shares”) (collectively, the “Old Shares”).  The Old Shares were grouped into units.  Each unit (“Unit”) consisted of one Series B Share and one Series L Share.  Each B Unit (“B Unit”) consisted of two Series B Shares.

 

In September 1997, we made an initial public offering of Units representing 17.25% of the outstanding Old Shares.  Following such offering, the Control Trust held Units and B Units representing 68.0% of the outstanding Series B Shares.

 

In September 2006, we separated the units trading on the Mexican Exchange into their component. The Series L Shares was converted into Series B Shares, on a one-to-one basis, thereby creating a single Share class, the Series B Shares, which represent our entire Common Stock.  This change did not modify the face value of the Shares.  These Shares trade on the Mexican stock market.  The ADS still consist of twelve underlying Shares, but they are all Series B Shares, with full rights.

 

13

---

 

As of December 31, 2009, the Robinson Bours Stockholders owned B Shares representing 82.75% of the Series B Shares outstanding.  As a result, the Robinson Bours Stockholders continue to have the power to control the Company.

 

Members of the Robinson Bours family, together with certain of our executive officers, hold a majority of the seats on our Board of Directors.

 

In November 1998, we approved a stock repurchase plan (the “Repurchase Plan”), which allows us to repurchase Shares outstanding and trading on the Mexican Stock Exchange (Bolsa Mexicana de Valores), in accordance with Mexican securities laws.  To execute the Repurchase Plan, we created a reserve of Ps. 180.0 million (Ps. $303.9 million in constant Mexican pesos as of December 31, 2007), which reduced retained earnings on our balance sheet.  See Note 15d to the Consolidated Audited Financial Statements for more detail. During 2009, we undertook certain repurchases as disclosed in Item 16.F below. As of June 18, 2010, we had no Shares repurchased.

 

On June 29, 2005, we acquired certain assets of Grupo Sanjor, a private poultry company located in the Yucatan Peninsula, with production of approximately 300 thousand chickens per week and 100 thousand table egg laying hens, which allow us to reinforce our leadership in this region of the country.

 

In December 2006, we acquired most of the assets and inventories of Del Mezquital to start a new complex in the State of Sonora, located in northern Mexico, close to the border with the United States.

 

In February 2007, we reached a business agreement with Grupo Libra, a Company in the Northeast of Mexico, that includes the buying of all their inventories and long term rent agreement of their facilities to strengthen our presence in that market. See Item 5: “Operating and Financial Review and Prospects - Acquisitions and Dispositions” in this Annual Report for more details on these transactions.

 

In December 2007, we reached an agreement with “Grupo Agra,” a table eggs company located in the states of Nuevo Leon and Coahuila in Northeast Mexico.  The agreement provides for leasing of their facilities, which include laying hen farms (with a capacity of approximately 1.0 million hens), a processing table eggs plant, distribution centers and the Agra brands.  In addition, we acquired their entire inventory.

 

In July 2009, the Company undertook several measures to improve capacity and efficiency in our Northeast production complex headquartered in Monterrey, N.L.  These were: (i) acquiring the assets of a balanced feed mill and a soybean processing plant from Productora de Alimentos Pecuarios de Nuevo León, S.A. de C.V. through our Campi subsidiary; (ii) acquiring the assets of a chicken processing plant from Avi Carnes Monterrey, S.A. de C.V. through our Bachoco subsidiary with a production capacity of 9,000 chickens per hour; (iii) entering into agreements to rent breeder farms and egg incubation plants from Reproductoras Asociadas, S.A. de C.V. and one-day-old breeder capacity farms and egg incubation plants from Producción Avicola Especializada, S.A. de C.V.; and (iv) making arrangements with contract growers to acquire their inventories.

 

Business Strategy

 

Over the past decade, we have substantially increased our chicken production, establishing ourselves in every major product category and distribution channel for chicken and expanding to cover a geographic market in Mexico that is more widespread than any other chicken producer.  We have also increased the efficiency of our production process and built a reputation for the freshness of our chicken products and quality of our customer service.

 

14

---

 

The Mexican poultry industry has experienced considerable consolidation in the last years, in which we have participated.  We continue to evaluate possible acquisitions of other poultry producers or production facilities from time to time and may pursue certain opportunities consistent with our business strategy.

 

The key elements of our business strategy are as follows:

 

·

Increased market penetration through expanded distribution.  We have an extensive distribution network, supported by our own transportation fleet, superior knowledge of existing wholesale channels and strategically located cold storage warehouses and facilities.  We have substantially increased our distribution routes during the past years.  We plan to continue to develop and improve our distribution network and systems in every product category and throughout our expanded geographic coverage in Mexico.

 

·

Increased service and market responsiveness.  We seek to remain a leader in the Mexican poultry market by maintaining high standards of customer service and continuing to be responsive to the changing needs of varying market segments.  As part of this strategy, we have structured our operations in such a way as to enable us to vary the size, weight, color and presentation of our chicken products, depending upon the particular demands of the market segment.  In addition, we have decentralized order and sales services from our headquarters to our cold storage warehouses and facilities, which serve as midpoints in the distribution chain to wholesalers and local customers.  This strategy allows us to stay closer to our customer base and to better cultivate growing customer segments, such as food-service operators, supermarkets and food wholesale clubs.

 

·

Low-cost production and operating efficiency.  We are among Mexico’s lowest-cost producers and distributors of chicken, due in part to economies of scale and vertically integrated operations.  We pursue on-going programs to increase operating efficiencies and reduce operating costs.

 

·

Continued brand differentiation.  We developed a brand image for premium fresh chicken and table eggs in Mexico.  Building on the success of our branded products to date, we seek to continue to promote our brand name through billboards, packaging, special publicity campaigns and through development of brand loyalty among wholesale and retail distributors. We successfully launched Bachoco’s new image two years ago, which was well-received by our clients.

 

Capital Expenditures

 

Over the last three years, we have financed our capital expenditures with resources generated by our operations.  We made the following capital expenditures (in nominal pesos):

 

·

In 2007, we made capital expenditures of Ps. 991.7 million net, with which we:

 

-

Began the construction of the new complex in the state of Sonora.

 

-

Finished the construction of our new feed mill in the state of Aguascalientes;

 

-

Increased capacity in the production of live chicken;

 

-

Increased capacity of the secondary processor at some of our processing plants; and

 

-

Updated our transportation fleet, processing plants and feed mills.

 

·

In 2008, we made capital expenditures of Ps. 1.1 billion, with which we:

 

-

Increased capacity and implemented new technology in the processing plants located in Celaya and Culiacan;

 

 

15

---

 

-

Increased chicken capacity in farms located in Mérida and Veracruz;

 

-

Finished the construction of new farms located in Ciudad Obregon and Hermosillo;

 

-

Began the construction of new farms located in the state of Chiapas; and

 

-

Updated our transportation fleet;

 

·

In 2009, we made capital expenditures of Ps. 988.2 million, with which we:

 

-

Entered into a business agreement with a company located at the Northeast of Mexico;

 

-

Increased capacity in chicken farms in the states of Chiapas, Sonora, and the Peninsula de Yucatan; and

 

-

Updated our transportation fleet.

 

B.	Business Overview

 

Chicken Market

 

Mexican consumers value distinct characteristics in their chicken.  Virtually all chicken sold by us and other major chicken producers in Mexico is fresh.  Fresh chicken is a central ingredient in many traditional Mexican dishes and it is the leading meat consumed in Mexico according to data from the UNA.  Traditionally, value-added chicken products, such as heat-and-serve products, frozen dinners, chicken nuggets and other similar foods, have found limited acceptance among Mexican consumers due to historical consumer preferences for fresh chicken.

 

The value-added chicken products are a new market in Mexico; we participate significantly in the market and try to lead the supply of these products.  According to the UNA, value-added chicken products currently account for approximately 3.0% of the chicken sold in Mexico; this represents a decrease from the 4.0% market share in 2008.

 

Mexican consumers traditionally prefer chicken with pronounced yellow skin pigmentation, a characteristic found mainly in our public-market and supermarket-broiler chicken products that we attain by including marigold extract in our chicken feed.  We have also noticed an increased demand for smaller, whole, fresh chicken from various fast-food outlets, principally chicken roasting shops (rosticerías), which have developed rapidly in Mexico.

 

According to data obtained from the UNA, total Mexican chicken consumption per capita increased by 1.6% from 2007 to 2009.  Chicken is the leading meat consumed in Mexico, and it accounted for approximately 50.0% of all meat produced in Mexico in 2009.  The following table sets forth total Mexican production of chicken, pork and beef for 2007 to 2009:

 

Mexican Production of Chicken, Beef and Pork

(in thousands of tonnes)

 

		2007				2008				2009
Chicken			2,683				2,853				2,781
Beef			1,628				1,673				1,700
Swine			1,116				1,149				1,162

Source:  UNA

 

The Mexican chicken industry, like chicken industries in other countries, is characterized by a long-term decline in real prices in real terms in conjunction with cyclical periods of higher profitability leading to overproduction followed by periods of lower prices and lower profitability.

 

16

---

 

During 2007, our chicken prices increased by 8.3% as compared with 2006, due to increases in the price of the main feed ingredients and a strong demand for chicken.

 

In 2008, our chicken prices increased by 4.4% compared to prices in 2007, which was primarily a result of increases in the prices of raw materials, partially offset by (i) excess domestic supply, particularly during the second half of the year, and (ii) a decrease in the purchasing power of the average consumer.

 

In 2009, our chicken prices increased by 12.6% compared to prices in 2008 due to a good balance between supply and demand, mainly during the first half of 2009.

 

We believe that changes in Mexican chicken consumption correlate closely with changing chicken prices and their effect on consumer purchasing power.  According to data from the UNA, chicken per capita consumption increased 3.5% in 2005, 2.6% in 2006, 2.5% in 2007, 5.3% in 2008 and decreased by 3.5% in 2009.

 

Chicken Products

 

Six main product categories exist for fresh chicken in Mexico: live, public market, rotisserie, supermarket broiler, chicken parts and value-added products.

 

Below is a brief description of each chicken product line as well as its respective percentage of the total Mexican chicken production in 2009:

 

-

Live chicken, is delivered alive to small independent slaughtering operations or to wholesalers that contract with independent slaughtering operations for processing.  The freshly slaughtered chicken is then sold to chicken shops and other specialized retailers for sale to consumers and in some areas is sold directly to consumers by the slaughterhouse.  According to the UNA, live chicken accounted for approximately 29.0% by volume of the chicken sold by producers in Mexico.

 

-

Public market chicken, is a whole broiler presented either uneviscerated or eviscerated, generally sold within 48 hours after slaughter in public markets throughout Mexico, but primarily concentrated in the Mexico City metropolitan region.  According to the UNA, public market chicken accounts for 20.0% by volume of the chicken sold by producers in Mexico.

 

-

Rotisserie chicken is a whole broiler presented eviscerated and ready to cook.  Rotisserie chicken is sold by wholesalers and directly by producers to small shops, stands called rosticerías and supermarkets, which cook the chicken and sell it whole and freshly cooked to the end-consumer, providing an economical form of fast-food.  According to the UNA, rotisserie chicken accounts for 26.0% by volume of the chicken sold by producers in Mexico.

 

-

Supermarket chicken is a fresh whole broiler presented with the edible viscera packed separately.  In most cases, it is sold directly by producers to supermarkets and, in some regions, to other independent food shops.  Mexican consumers’ preference for freshness requires regular deliveries of chicken to supermarkets and other food shops.  According to information provided by the UNA, the supermarket broiler chicken accounted by the 14.0% of the volume of the chicken sold by producers in Mexico.

 

-

Chicken parts, refers to cut-up fresh chicken parts sold wrapped in trays or in bulk principally to supermarket chains, the fast-food industry and other institutional food-service providers.  Producers generally sell directly to the supermarket chains and deliver the chicken directly to the outlet.  Sales to the institutional market often require customized cutting and presentation.  According to the UNA, chicken parts accounts for 8.0% of the chicken volume sold by producers in Mexico.

 

 

17

---

 

-

Value-added Products, refers mainly to cut up fresh chicken parts with value-added treatment like marinating, breading and individual quantity frozen, sold mainly wrapped in trays principally to supermarkets and other institutional chains.  Producers generally sell directly to the supermarket chains and deliver the chicken directly to the store.  Sales to the institutional market often require customized cutting and presentation.  According to the UNA, these products accounted for 3.0% of the chicken volume sold by producers in 2009.

 

We sell value-added chicken products mainly to supermarkets and other retailers.  The following table sets forth, for the periods indicated, the sales volume in tonnes and as a percentage of the total volume of chicken sold for each of our principal lines of chicken products:

 

		Bachoco’s chicken volume sold
		2007								2008								2009
		Tonnes				%				Tonnes				%				Tonnes				%
Public market and rotisserie			371.0				44.3				402.1				45.8				418.2				45.5
Supermarket, chicken parts and others(1)			245.1				29.3				239.0				27.2				217.1				23.7
Live			221.2				26.4				237.0				27.0				282.8				30.8
Total			837.2				100.0	%			878.1				100.0	%			918.1				100.0	%

(1)	“Other” comprises sales of value-added poultry products, viscera and other products.

 

Our product mix varies from region to region in Mexico, reflecting different consumption and distribution patterns.  Based on market demand, we believe that fresh, rather than frozen, chicken will continue to dominate the Mexican market.  Furthermore, we believe that consumer demand for value-added fresh chicken products, such as rotisserie chicken, supermarket broilers and chicken parts, will increase over time.  Accordingly, we continue to focus principally on producing fresh chicken, including value-added fresh chicken products.

 

Chicken Marketing, Sales and Distribution

 

We have developed an extensive distribution system that we believe is the largest and most modern of any chicken or egg producer in Mexico.  We use various distribution channels in every major product category to service different market segments.  We use our own fleet to transport the majority of rotisserie chickens, supermarket broilers and other chicken products to our customers.  We try to cooperate with existing distribution channels and do not compete with wholesale distributors, except in areas where we supply our own distribution capacity where needed for market penetration.

 

We distribute products from our processing plants located in: Celaya, Culiacan, Puebla, Lagos de Moreno, Coatzacoalcos, Mérida, Gómez Palacio, Monterrey and Hermosillo to our cold-storage facilities and warehouses, which serve as a midpoint in distribution to wholesalers and local customers.  From our cold-storage facilities, we service wholesalers (who in turn deliver to their customers), retailers and transport certain products directly to supermarkets and food-service operations.  Our distribution infrastructure includes 58 cold-storage warehouses and facilities and a large fleet of vehicles.  The decentralized sales force permits us to remain attuned to developments in the regions we serve and to develop close relationships with customers.

 

18

---

 

Below is a summary of the expansions we have made to our distribution network (which now covers almost all of Mexico) in the last five years:

 

-

In 2005, we acquired assets of Grupo Sanjor, a private producer of chicken and table eggs located in the Yucatán Peninsula.

 

-

At the end of 2006, we acquired assets of Del Mezquital a private broiler producer located in the state of Sonora.

 

-

At the beginning of 2007, we reached a business agreement with Grupo Libra, a chicken producer located in northeast Mexico.  We also started to build a new complex in Hermosillo City.

 

-

In 2008, we finished several projects to expand our facilities in Mérida and continued increasing our production in Northern Mexico, specifically in the city of Hermosillo and in the state of Chiapas.

 

-

In 2009, we (i) acquired the assets of a balanced feed mill and a soybean processing plant from Productora de Alimentos Pecuarios de Nuevo León, S.A. de C.V. through our Campi subsidiary; (ii) acquired the assets of a chicken processing plant from Avi Carnes Monterrey, S.A. de C.V. through our Bachoco subsidiary with a production capacity of 9,000 chickens per hour; (iii) entered into agreements to rent breeder farms and egg incubation plants from Reproductoras Asociadas, S.A. de C.V. and one-day-old breeder capacity farms and egg incubation plants from Producción Avicola Especializada, S.A. de C.V.; and (iv) made arrangements with contract growers to acquire their inventories.

 

In the following paragraphs, we provide a description of our marketing, sales and distribution strategies for each of our major chicken products.

 

-

Live Chicken – We sell live chicken primarily to wholesalers, which contract out the processing to independent slaughterhouses and then resell the processed product as public market chicken.  To a lesser extent, we sell to small, independent slaughterhouses in the southeast, where live chicken continues to be the standard for consumption.  Additionally, customers can purchase live chicken directly from us on our farms.  However, we believe that the market as a whole is moving slowly away from live chicken.

 

-

Public Market Chicken – We believe that we are the largest producer of public market chicken in Mexico.  We regularly sell to more than 50 of the approximately 200 whole fresh chicken wholesalers operating in the Mexico City region.  Most of our wholesale customers rely primarily on us for public market chicken, although we have no exclusive supply agreements.  Our principal focus in this market has been to provide superior distribution and service to selected wholesalers in order to maintain and further develop loyalty.  Public market chicken is ordinarily sold to consumers without any packaging or other identification of the producer, but our distribution system encourages wholesalers to sell to retailers in containers from our own “Bachoco” trailers, reinforcing our reputation for freshness and efficiency of service and fostering brand loyalty among retailers.  We believe we have developed excellent relationships with the wholesalers we serve.

 

-

Rotisserie Chicken – We sell rotisserie chicken directly to rosticerías and supermarkets.  We attribute the growth in our sales of rotisserie chicken in large part to the rapid growth of the market for freshly cooked chicken sold by these stores and in the rotisserie sections of supermarkets.  We expect this market to continue to grow because of an ever-increasing consumer demand for convenient, low-priced and high-quality fast food.  Success in supplying rotisserie chicken depends on consistency and good service, and only larger producers with more modern processing facilities and distribution capacity can compete in this market.

 

 

19

---

 

-

Supermarket Chicken – We sell supermarket broilers, as well as chicken parts and eggs, directly to the principal supermarkets, convenience store chains and wholesale clubs in Mexico.  In order to build consumer loyalty for our supermarket broiler chicken, we emphasize our brand image as well as our superior service, reinforced by frequent delivery to ensure freshness.  Each chain negotiates purchases centrally, but we deliver directly to many points of sale, ordinarily at least once every 48 hours.  We believe that we lead the market in frequency of deliveries to supermarkets.

 

-

Chicken Parts – We sell chicken parts principally to supermarkets, using the same marketing strategy that we use for supermarket broiler chicken.  We are also an important supplier of chicken parts to the growing franchise fast-food and institutional food-service industries.  We continue to develop custom-cutting processes to help meet demand from fast-food and institutional customers for a wider variety of chicken parts.

 

-

Value-Added Products – Mexican consumers have a greater preference for fresh chicken than their U.S. counterparts.  Frozen, heat and serve and other further processed poultry products make up only a small proportion of total Mexican poultry consumption today.  Demand for these kinds of fresh products is growing rapidly.  The potential for substantial growth in this market is large and we believe that our distribution network, our large market share for supermarket chicken sales, our brand name and our experience in a wide range of existing Mexican distribution channels will be important competitive strengths in this area. Even though sales of value-added products have increased during recent years, fresh chicken still dominates the industry and its growth rate will depend on the purchasing power of consumers.  The Company is constantly developing new, convenient value-added products.

 

Table Eggs

 

According to the UNA, Mexico has one of the largest per capita consumption of table eggs in the world with 22.2 kilograms per capita consumed per year, compared with 21.7 kilograms per capita consumed in 2008.  This high level of consumption is due in part to the fact that eggs are among the cheapest sources of protein in Mexico.

 

The Mexican table egg industry is more fragmented than the chicken industry but has experienced some degree of consolidation in recent years, including acquisitions made by us.  According to the UNA, the nine largest producers of table eggs in Mexico now account for approximately 44.0% of the market.

 

Eggs in Mexico have traditionally been distributed in large 360-egg cases through wholesalers to retailers.  The retailers, which are typically small grocery shops, sell the eggs by weight to consumers.  At present, the 15.0% of the eggs sold in Mexico are sold in packaged form, 5.0% are sold in processed form and approximately 80.0% are sold in bulk to wholesalers.  The sales trend in recent years has slowly been moving towards packaged and processed egg sales.  We expect that the convenience, the development of brand loyalty and the growth of supermarket chains will contribute to the continuance of this trend toward packaged eggs.

 

We are the second largest producer of table eggs in Mexico with approximately 10.0% of the market.  We sell both brown and white eggs.  We are the largest producer of brown eggs in Mexico.  Our marketing efforts for egg products focus on increasing our brand recognition.

 

20

---

 

 

The branded carton of brown eggs is a premium product in the Mexican market.  We believe that brown eggs are less vulnerable to price fluctuations than white or unbranded eggs, because consumers perceive them to be of higher quality.  Brown eggs command a small premium over white eggs.

 

In some regions, however, we have reallocated part of our production from brown eggs to white eggs due to local market preferences.  Our marketing strategy in the eggs business is to gradually move from bulk to packaged white eggs.  Packaged eggs are less vulnerable to price fluctuation and create brand loyalty.

 

In 2005, as part of the acquisition of Grupo Sanjor, we acquired some table egg farms located in the Yucatán Peninsula.

 

In December 2007, we reached an agreement with Grupo Agra, located in the states of Nuevo Leon and Coahuila in Northeast Mexico.  The agreement provides for leasing of their facilities, which include laying hens farms with a capacity of approximately 1.0 million hens, a processing table eggs plant, distribution centers and the Agra brands.  In addition, we acquired all of their working capital.

 

In 2007, we began to enter into foreign markets.  We are testing our brand by selling table eggs in the southern U.S. states with products produced in the U.S.  This test will allow us to see how our brand is received and identify opportunities and strategies going forward.

 

In 2008 and 2009, our table egg production remained stable with a slight reduction in production capacity due to some adjustments we made in production.

 

In April 2010, the table eggs operation located in Mexicali, B.C. was affected by an earthquake that hit northwestern Mexico on April 4.  The earthquake partially affected almost all of the farms located in this region, including our farm.  Our affected farm represents approximately 9.0% of our total egg production.  Other facilities, such as feed mill and distribution centers, were essentially undamaged.

 

We have designed our egg distribution system to transport eggs from our laying farms at Celaya, Los Mochis, Obregón, Mexicali, Tecamachalco, Mérida, Saltillo and La Laguna regions to customers in all sales regions.  We sell packaged eggs directly to all of the principal supermarket chains in Mexico, with daily deliveries directly to their outlets.

 

Seasonality

 

Our sales are moderately seasonal, with the highest levels of sales, in general, in the second and fourth quarter due to higher chicken consumption during the holiday season.

 

Balanced Feed

 

The Consejo Nacional de Fabricantes de Alimento Balanceado y de la Nutrición Animal, A.C. (”CONAFAB”), estimates that Mexican production of balanced feed has been in constant growth, increasing from 24.6 million tons in 2005 to an estimated 26.6 million tons in 2009.  In 2008, Mexico was ranked the third largest producer of feed in the world and the second largest in Latin America. Information for 2009 is not yet available.

 

Local production is composed of commercial and integrated manufacturers.  Commercial manufacturers produce for the market, while integrated manufacturers mostly produce for themselves and occasionally for other producers.  Integrated producers account for approximately 63.0% of total production.  Imports of feed come almost entirely from the United States and represent approximately 1.0% of the total consumption in Mexico.

 

 

21

---

 

We entered the feed business as a result of our acquisition of Grupo Campi at the end of 1999.  We sell to small livestock producers and through a network of small distributors located mainly in central and southern Mexico.  We have benefited from economies of scale and synergies derived from producing feed both for our own internal consumption and for sale to third parties.  Currently, we have four feed plants dedicated to producing balanced feed to third parties.

 

We estimate that our balanced feed business currently comprises approximately 3.4% of the market share of the commercial (non-integrated) balanced feed business in Mexico, a reduction from the 3.9% market share in 2008.  The decrease in our balanced feed sales volume is due to a reduction in our production levels as we improve our sales mix.

 

Swine

 

We purchase breeder swine live from the United States and breed them at facilities in the state of Sonora.  We then raise swine to maturity at our farms in Celaya and three other locations in Mexico.  Mature swine is sold on the hoof to Mexican swine meat packers for the production of pork products.

 

In 2007, swine prices decrease 5.5% as a result of over-supply conditions in the swine market.  In 2008, our swine prices increase by 19.6% as a result of a better balance in the commercial market.  During 2009, swine business remained generally stable as prices increased 10.7% for the whole year.  Traditionally, Mexicans consume fewer swine products than chicken and egg products.

 

Turkey and Prepared Beef Products

 

In 2007, as a result of the “Del Mezquital” and “Grupo Libra” agreements, we introduced two new product lines:  turkey and value-added beef and pork products.  We do not raise either turkey or cattle; we only process these products. See Item 5: “Operating and Financial Review and Prospects - Acquisitions & Dispositions” in this Annual Report for more details on the “Del Mezquital” and “Grupo Libra” agreements.

 

In 2009, these product lines represented less than 1.0% of our total sales.  However, we see opportunities to grow these businesses by taking advantage of our distribution network.

 

Raw Materials

 

We purchase our breeding stock for broilers and layers from high-quality suppliers.  All of our breeder swine currently come from one supplier, but we have changed suppliers from time to time and have numerous alternative sources of supply.

 

The largest single component of our cost of sales is the cost of ingredients used in the preparation of feed including, principally, sorghum, soy meal, corn, fish meal, meat meal, and for certain chicken products, marigold extract.  The price of these ingredients is subject to significant volatility resulting from weather, the size of harvests, transportation and storage costs, governmental agricultural policies, currency exchange rates and other factors.  To reduce the potential adverse effect of grain price fluctuations, we vary the composition of our feed to take advantage of current market prices for the various types of ingredients used.

 

Under NAFTA, corn tariffs were eliminated on January 1, 2008.  This new condition has been positive for the Company, allowing us more flexibility in our cost of production as the cost of our ingredients more closely tracks prices in the international commodity markets.

 

Throughout all of 2007 and most of 2008, prices of corn and soybean meal have experienced high volatility and have demonstrated historically high prices world-wide.  By the end of 2008, prices of corn and soybean meal started to decrease and have continued their downward trend into the year 2009, where we observed more stable prices for these ingredients.

 

 

22

---

 

We take advantage of lower-cost feed ingredients from Mexican sources, when available.  In 2009, we obtained approximately 50.0% of our total grain from the domestic market.  We believe that the quality of local feed ingredients, particularly sorghum, is superior to that of imported feed ingredients.  In addition, the use of local feed ingredients allows us to save on transportation costs and import duties. However, in southern Mexico domestic crops and feed ingredients are limited.  As such, our complexes use mainly imported grain.  The Company engages in hedging of its feed costs in order to assure more stable cost of grains.

 

Competition

 

Chicken

 

According to the UNA, we are Mexico’s largest chicken producer.  We face significant competition from other producers in all of the markets in which we sell our products.  When combined with our two largest vertically integrated competitors, we account for approximately 59.0% of total Mexican poultry production; the balance is distributed among approximately 170 small and medium-sized integrated and non-integrated producers.  The major producers, including Bachoco, have substantial cost advantages over smaller, non-integrated producers arising from economies of scale and control of feed preparation.  To varying degrees, each of these companies has substantial financial resources and strengths in particular product lines and regions.  We believe, however, that we have substantial competitive strengths over our competitors, including a broader range of chicken products and broader geographic coverage.

 

Furthermore, there are considerable barriers to entry into large-scale chicken production and distribution in Mexico, including, among others, the consumer preference for fresh chicken, the weaknesses of transportation infrastructure and varying regional consumer preferences among the various product categories.  The channels for distribution of chicken products, in particular, are highly specialized and varied, and they call for in-depth experience in market practices.

 

Nonetheless, we expect that we will continue to face strong competition in every market and that existing or new competitors are likely to broaden their product lines and to extend their geographic coverage.

 

Poultry producers in the United States have developed low-cost production techniques and have been successful in exporting primarily frozen and value-added poultry to other countries, especially in periods of overcapacity in the United States.  As tariff barriers have declined under NAFTA, we have experienced increased competition from U.S. poultry producers.  According to the UNA, in 2009, imports of poultry products increased 17.4% in volume over imports in 2008.  This increase was due to lower level of prices in the U.S. and others foreign markets.

 

We expect that competition from U.S. exporters could increase.  However, Mexican consumer acceptance of frozen poultry products is still low.

 

Table Eggs

 

We are one of the largest producers of table eggs in Mexico, with approximately 10.0% of total Mexican egg production at the end of 2009.  The Mexican table egg industry is very fragmented and the principal 9 companies only account for 44.0% of total table egg production in Mexico.

 

 

23

---

 

Balanced Feed

 

The Consejo Nacional de Fabricantes de Alimento Balanceado y de la Industria Animal, A.C. (“CONAFAB”), estimates that the balanced feed production in Mexico recorded a cumulative increase of 3.5% from 2007 to 2009, where the integrated firms produce approximately 63.0% of total production for their internal use, and the remaining 37.0% is produced for sale to third parties.  We estimate a market share of approximately 3.4% in our balanced feed product line.

 

Swine

 

The Mexican swine industry is highly fragmented, and no producer has more than 15.0% of the market.  On December 31, 2009, we had less than 1.0% of the Mexican market share in swine.  U.S. producers compete in this market in Mexico.

 

Mexican Regulation

 

Mexican Import Regulation and Price Controls

 

As required by NAFTA, the Mexican government eliminated all permanent quotas and tariffs on poultry, table eggs and swine in January 2003.  With certain specific exceptions described below, there are now no quotas or tariffs on imports of poultry, eggs and swine from the United States.  We expect the elimination of these trade protections to stabilize the level of imports over time and to permit improved private control over imports, which may result in increased competition from importers.

 

Import Status

 

Effective January 1, 2008, there is a free chicken market between Mexico and the U.S.  This allows U.S. producers to export any amount of chicken leg quarters free of tariffs to Mexico.

 

In addition to NAFTA, Mexico has entered into free trade agreements with several other countries including Chile, Europe, Colombia and Venezuela.  Although such agreements may result in lower tariffs on our own products, we believe that imports from such countries will not increase substantially in the future due to high transportation and distribution costs.

 

Antitrust Regulations

 

The Ley Federal de Competencia Económica (“Mexican Economic Competition Law”), which took effect on June 22, 1993, regulates monopolies and monopolistic practices.  Under this law, all companies (including Bachoco) are required to notify the Comisión Federal de Competencia (“Federal Competition Commission”) of all proposed transactions exceeding specified threshold amounts as set forth in the Mexican Economic Competition Law.  The Federal Competition Commission can impose conditions on, and prevent or unwind, any such transactions by Mexican companies.  We have complied with all requirements under this law.

 

On December 2009, Mexico’s Federal Commission of Economic Competition published a notice announcing an investigation of the Mexican poultry sector regarding possible monopolistic business practices. No specific companies have been cited as conducting business in this manner.   We, along with other companies, were required to provide information to the commission.  We expect that the commission will require additional information.

 

 

24

---

 

Environmental and Sanitary Regulation

 

Our operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment.  The principal laws are Ley General de Equilibrio Ecológico y Protección Ambiental (General Law of Ecological Balance and Environmental Protection—the “Environmental Law”) and Ley de Aguas Nacionales (“National Waters Law”).  The Secretaría del Medio Ambiente y Recursos Naturales (Ministry of Environment and Natural Resources, or “Semarnat”) administers the Environmental Law, and Comisión Nacional del Agua (“National Water Commission”) administers the National Waters Law.

 

The Environmental Law regulates water pollution, air pollution, noise control and hazardous substances.  Semarnat can bring administrative and criminal proceedings against companies that violate environmental laws, and after certain administrative procedures, it also has the power to close non-complying facilities.  Every company in Mexico is required to provide Semarnat with periodic reports regarding compliance with the Environmental Law and the regulations thereunder.

 

The level of environmental regulation in Mexico has increased in recent years, and enforcement of the law is improving.  We expect this trend to continue and to intensify with international agreements between Mexico and the United States.

 

In particular, Mexican environmental laws set forth standards for water discharge that are applicable to poultry processing operations.  Our processing plants have water treatment facilities that comply with Mexican environmental standards.  We are implementing other investment projects in anticipation of stricter environmental requirements in the future.  We do not expect that compliance with those Mexican federal environmental laws or Mexican state environmental laws will have a material effect on our financial condition or performance.

 

The production, distribution and sale of chicken, eggs and swine are subject to Mexican federal and state sanitary regulations.  The principal legislation is Ley General de Salud (“General Health Law”) and Ley Federal de Sanidad Animal (“Federal Animal Health Law”).  The Federal Animal Health Law was enacted in 1993, and, since then, we have been working closely with Mexican authorities to develop regulatory standards and inspection methods for chicken processing.  Currently, Mexican authorities do not monitor production or inspect products to the same degree as sanitary authorities in other countries, such as the USDA in the United States.  However, we believe that we are in compliance with all applicable sanitary regulations.

 

C.	Organizational Structure

 

We are a holding company with no operations other than holding the stock of our subsidiaries, all of which are incorporated in Mexico, and engaging in transactions with our subsidiaries.  Our principal operating subsidiary is BSACV, which owns our principal operating assets, and which accounted for 91.9% of consolidated total assets as of December 31, 2009, and 92.1% of our consolidated revenues for the year ended December 31, 2009.  All of our subsidiaries are directly owned by us in the percentage listed below.

 

 

25

---

 

The following table shows our main subsidiaries as of December 31, 2007, 2008 and 2009:

 

		Percentage Equity Interest
		2007				2008				2009
Acuícola Bachoco, S.A. de C.V.			100				100				-
Aviser, S.A. de C.V.			100				100				100
Bachoco, S.A. de C.V.			100				100				100
Bachoco Comercial, S.A. de C.V.			100				100				100
Campi Alimentos, S.A. de C.V.			100				100				100
Huevo y Derivados, S.A. de C.V.			97				97				97
Operadora de Servicios de Personal, S.A. de C.V.			100				100				100
Pecuarius Laboratorios, S.A. de C.V.			64				64				64
Secba, S.A. de C.V.			100				100				100
Sepetec, S. A. de C.V.			100				100				100
Servicios de Personal Administrativo, S.A. de C.V.			100				100				100
Induba Pavos, S.A. de C.V.			100				100				100

In December 2006 and July 2007, we created Induba Pavos, S.A. de C.V. and Bachoco Comercial, S.A. de C.V. respectively.  They are both 100.0% owned subsidiaries of Industrias Bachoco.

 

In 2009, Acuícola Bachoco, S.A. de C.V. merged with Campi Alimentos, S.A. de C.V.

 

D.	Property, Plant and Equipment

 

Our production and storage facilities are located throughout the regions we serve in order to ensure freshness and minimize transportation time and costs.  The most extensive facilities are grouped in nine complexes that include farms and processing plants.  The largest of our complexes is in Celaya, where we have broiler grow-out farms, a broiler processing plant and egg production farms.  The complex at Culiacán includes broiler grow-out farms and a broiler processing plant, as do the complexes located in Puebla, Lagos de Moreno, Coatzacoalcos, Mérida, Hermosillo and Monterrey.  There are smaller egg production farms at Los Mochis, Ciudad Obregón, Puebla and Mexicali.  In Gómez Palacio and Saltillo, we have a complex which consists of broiler grow-out farms, a broiler processing plant and egg production farms representing nearly half of our total egg production capacity.

 

The following table summarizes the types and number of each type of our production facilities as of March 2010:

 

Bachoco Production Facilities		Number
Chicken breeding farms		183
Broiler grow-out farms		529
Broiler processing plants		9
Egg incubation plants		25
Egg production farms		106
Swine breeding farms		1
Swine grow-out farms		10
Feed mills		18
Further process plants		3

 

On September 16, 2006, Hurricane Lane hit the southern part of the state of Sinaloa affecting some of our chicken growing farms in that region.  We were able to provide a proper supply to our customers in that region from our other complexes.

 

 

26

---

 

On April 13, 2008, the secondary processor at our processing plant in Monterrey caught fire.  While the fire destroyed the entire secondary processor, the primary processor, which is physically separate from the second, did not suffer any damage and is operating under nearly normal conditions.  The assets were properly covered by an insurance policy.

 

In April 2010, the table eggs operation located in Mexicali, B.C. was affected by an earthquake that hit northwestern Mexico on April 4.  The earthquake partially affected almost all of the farms located in this region, including our farm.  Our affected farm represents approximately 9.0% of our total egg production.  Other facilities, such as feed mill and distribution centers, were essentially undamaged.

 

We operate 18 feed mills for our own chickens, feed sales to third parties and egg and swine operations.  The total production capacity of our feed plants is approximately 419,000 tons per month.  We estimate that we are the largest producer of animal feed in Mexico.

 

Our other facilities include two poultry manure-processing plants.  Our headquarters are located in Celaya Guanajuato, Mexico, and we have 58 sales centers throughout the regions we serve.

 

We own most of our facilities.  We lease a limited number of farms and sales centers, all of which we do not consider material.  We also employ a network of contract growers.

 

Our fleet of trucks carries part of the feed from feed mills to farms, live chickens from farms to processing plants, day-old chickens from egg incubation plants to farms, eggs from farms to distribution centers and, ultimately, products from distribution centers to customers.

 

ITEM 4.A.        Unresolved Staff Comments

None

ITEM 5.

Operating and Financial Review and Prospects

 

The following discussion should be read in conjunction with our Audited Consolidated Financial Statements.  The Audited Consolidated Financial Statements have been prepared in accordance with Mexican FRS, which differs in certain respects from U.S. GAAP.  Note 21 to the Audited Consolidated Financial Statements provides a description of the principal differences between Mexican FRS and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of consolidated stockholders’ equity, net income, a consolidated statement of stockholders’ equity and a consolidated statement of cash flows under U.S. GAAP as of December 31, 2008 and 2009 and for the years ended December 31, 2007, 2008 and 2009.

 

As of January 1, 2008, we have adopted the new standard related to “Inflationary Effects” in accordance with Mexican FRS (Mexican FRS B-10).  Due to the relatively low inflation that the country has consistently achieved during the past several years, a new financial reporting standard came into effect on January 1, 2008, which terminates the recognition of inflationary effects in our financial information.  Consequently, financial information corresponding to periods prior to December 31, 2007 is expressed in millions of Mexican Pesos with purchasing power as of December 31, 2007, while the financial information for periods after December 31, 2007 is stated in millions of nominal Mexican Pesos. The effects of this price-level restatement in accordance with Mexican FRS have not been reversed in the reconciliation from Mexican FRS to U.S. GAAP.  See the Audited Consolidated Financial Statements for more detail.

 

 

27

---

 

General

 

In the following discussion we describe various trends and how they affected our results of operations for the years ended December 31, 2007, 2008 and 2009.

 

Mexican Economic Conditions

 

In 2007, the Mexican economy was stable with an annual inflation rate of 3.8% and a final dollar-peso depreciation rate of the peso against the dollar of 1.1%, as compared to the end of 2006.  Rates on 28-day Cetes had an average of 7.19% for the year.

 

During 2008, the Mexican economy was very volatile.  In the first half of the year, the Mexican economy showed little signs of volatility.  However, as a result of the global economic slowdown and particularly the financial crisis in the U.S., the Mexican economy experienced a drastic downturn in the second half of the year.  In particular, the Mexican peso experienced a sharp depreciation; the Mexican economy had a general slowdown and economic forecasts deteriorated.

 

In 2008, the annual inflation rate was 6.5% and the final dollar-peso depreciation rate of the peso against the U.S. dollar was approximately 21.0%, as compared to the end of 2007.  The rate on 28 day Cetes had an average of 7.6% for the year.

 

During 2009, the Mexican economy continued to show signs of volatility as a result of the global economic slowdown and particularly the financial crisis in the United States.  In particular, the Mexican peso experienced significant volatility during the first half of the year but tended to appreciate against the U.S. dollar towards the end of the year.

 

In 2009, the annual inflation rate was 3.57%.  The Mexican peso appreciated 5.4% against the U.S. dollar as compared with the end of 2008.

 

Effects of Economic Conditions on the Industry and the Company

 

A contraction of the purchasing power of Mexican consumers may adversely affect demand for our products and, as a result, our net revenues and profitability.  Inflation and changing prices affect our ability to raise prices as well as consumer demand, supplier prices and other costs and expenses, consumer purchasing power and competitive factors, all of which in turn affect our net revenues and operating results.  Peso devaluations and high inflation levels could further adversely affect our operations and financial position.

 

Mexican economic conditions have had an important impact on Mexico’s chicken market, especially in the feed costs and the exchange rate as we noted above.  Balanced feed constitutes a substantial portion of our cost and is priced mostly in U.S. dollars.

 

We use financial instruments to mitigate the cost of goods sold in currencies other than Mexican pesos.  See Note 2-q and Note 10-a of the Audited Consolidated Financial Statements.

 

In 2007, average Mexican producer prices increased by approximately 10.0% mainly due to increases in the cost of raw materials and a balance between supply and demand in the market, particularly in the second and third quarter of the year.

 

During 2008, average Mexican producer prices increased by approximately 0.2% mainly due to increases in the cost of raw materials, partially offset by oversupply conditions primarily in the second part of the year.

 

 

28

---

 

In 2009, average Mexican producer prices increased by approximately 18.8%.  This increase is mainly attributable to (i) the adequate balance between supply and demand present during the first half of the year, and (ii) the general increase in the cost of raw materials throughout the year.

 

Our outstanding total indebtedness at the end of 2009 increased to Ps. 963.8 million as compared to the Ps. 625.9 million in 2008, as we increased our debt in order to ensure sufficient liquidity.  In 2009, we had a foreign exchange loss of Ps. 37.9 million due to fluctuations in the exchange rate of the peso against the U.S. dollar, as compared to a foreign exchange gain of Ps. 160.2 million in 2008 and a foreign exchange loss of Ps. 3.4 million in 2007. Our valuation effects of financial instruments were a loss of Ps. 174.6 million in 2009, compared to a loss of Ps. 1.7 billion in 2008, as a result of a lower amount of financial instruments. See note 10-a in our Audited Consolidated Financial Statements.

 

Volume of Chicken Sold

 

The 8.2% increase in the volume of chicken sold in 2007 was mainly due to the business agreements entered into in 2007, domestic growth and productivity efforts.

 

In 2008, the Company reported an increase in volume of chicken sold of 4.9%, compared to 2007.  This increase is due mainly to new farms in the cities of Hermosillo and an expansion in capacity at our Mérida and Coatzacoalcos complexes.

 

In 2009, the Company increased its volume of chicken sold by 4.6%, compared to 2008, mainly due to the business agreement reached with producers in the Northeast, as mentioned above in Item 4: “Information on the Company – History and Development of the Company – Background and Ownership Structure.”

 

Trends in Product Prices for Bachoco

 

Our results of operations may also be significantly affected by the cyclical and volatile nature of Mexican prices for chicken, feed, eggs and swine.

 

Chicken Prices

 

In 2007, our chicken prices increased 8.3% as a result of a stable market conditions and increases in the cost of our main raw materials.

 

In 2008, our chicken prices increased 4.4% as a result of increases in our costs of sales, partially offset by oversupply conditions, which were present throughout the year.

 

During 2009, chicken prices increased 12.6% as a result of increases in our cost of sales and a more stable supply-demand balance during the first half of the year.

 

Egg Prices

 

In 2007, our egg prices increased 18.5% as a result of a strong demand, particularly in the second half of the year.

 

In 2008, our egg business was strong and egg prices increased by 23.9% as a result of a better balance between the demand and supply in the market and improvements in our mix of products sold.

 

During 2009, our egg business continued its strong performance as prices increased 12.0% over the previous year as a result of strong demand in the Mexican market.

 

 

29

---

 

Balanced Feed Prices

 

Through 2007, international corn prices increased significantly as a result of lower inventories and increases in alternative uses of corn, such as ethanol production.

International grain prices also increased dramatically in 2007, reaching historically high prices worldwide, due mainly to strong demand and alternative uses for grain, such as ethanol production. Soybean meal prices also increased, particularly in the second half of the year, due to strong demand, and lower inventories worldwide.

In 2007, balanced feed prices increased by 15.1% in comparison with the prior year, as a result of increases in the costs of raw materials.

In 2008 our balanced feed prices increased by 19.4% over 2007, however such increase did not fully reflect the worldwide increase of feed ingredient costs and oversupply conditions which resulted principally from the global economic slowdown.

During 2009, balanced feed prices increased by 9.3% as a result of an increase in the cost of feed ingredients. See “Trends in Prices of Feed Ingredients” below.

Swine Prices

 

In 2007, our swine prices declined 5.5% as a result of greater competition from imports and a more fragmented Mexican market.

 

During 2008, demand and supply were stable for most of the year and swine prices increased by 19.6% as compared to 2007.

 

In 2009, swine prices increased 10.7% over the previous year as a result of a stable supply of swine.

 

In general, we believe that, among other factors, industry price competition may continue to exert downward pressure on chicken prices, and that prices for chicken, feed, eggs and swine are also likely to remain volatile and subject to cyclical variation, due to the time needed to complete the chicken growth cycle.  Chicken producers generally cannot adjust production to respond immediately to cyclical variations, and, accordingly, in times of oversupply, prices may decline due to overproduction.

 

Trends in Prices of Feed Ingredients

 

The single largest component of our cost of sales is the cost of ingredients used to prepare feed, including sorghum, soybean meal, corn, fish meal, meat meal and, for certain chicken products, marigold extract.  The prices of these feed ingredients are subject to significant volatility due to a number of variables, including, among other factors, weather, harvest size, transportation and storage costs, government agricultural policies and currency exchange rates.  The price at which we may obtain feed ingredients from Mexican producers relative to U.S. producers is also subject to volatility depending on these variables.

 

At present, Mexican feed prices tend to parallel U.S. and international prices.  In 2007, the percentage of grain purchased from domestic markets was 36.4%, in 2008 it was approximately 48.0% and in 2009 it was approximately 50.0%.

 

During 2007, international corn prices increased significantly as a result of lower inventories and increases in alternative uses of corn, such as ethanol production.

 

 

30

---

 

 

Beginning in 2007 and throughout most of 2008, international grain prices increased drastically reaching new historically high prices worldwide and exceeding the corn prices reached in 2004, due to strong demand and lower inventories worldwide.  These price increases put strong pressure on our production costs.

 

Restrictions on importing grain under NAFTA have been phased out as of the beginning of 2008.  We expect this development to benefit the Company and result in a reduction of the costs associated with importing our feed ingredients.

 

In 2009, international corn prices showed more stability and were in fact lower when compared with previous years.  However, the high level of inventories and exchange rate volatility did not result in a net decrease in our cost of sales.

 

Acquisitions & Dispositions

 

Our operations have been affected during the periods we discuss herein, by a series of acquisitions and production arrangements that we have made in recent years:

 

·

In February 2007 and December 2007, the Company reached a business agreement with “Grupo Libra” and “Grupo AGRA,” respectively, as described below:

 

a)

Grupo Libra is a company located in northeast Mexico.  The agreement establishes a lease for the use of their facilities, which included breeders and chicken farms with a capacity of approximately 3.0 million chickens per cycle, along with a slaughter plant, and a processing center.  In addition, Bachoco acquired all of Grupo Libra’s inventories and brands.

b)

Grupo Agra is an egg producing company located in the states of Nuevo Leon and Coahuila in Northeast Mexico.  The agreement provides for leasing of their facilities, which include laying hens farms with a capacity of approximately 1.0 million hens, a processing table eggs plant, distribution centers and the Agra brands.  In addition, we acquired all their inventories.

The two transactions in 2007 individually represent less than 1.0% of our total sales.  We analyzed both transactions to determine whether these agreements should be considered as business acquisitions, under SFAS141R (previously SFAS141) “Business Combination”.  Per the terms of the agreements, we did not acquire any employees, customer base or production techniques.  For these and other reasons, we concluded that the transactions did not qualify as a business in accordance with SFAS141R (EITF98-3) “Determining Whether a non-monetary transaction Involves Receipt of Productive Assets or of a Business” (paragraph 6) and therefore were not deemed to be business combinations, in accordance with FAS 141.

Instead, these transactions were accounted for as asset acquisitions.  The accounting is the same for Mexican FRS.  The FAS 141 disclosure requirements described in paragraph 51-53 therefore do not apply to these transactions.

Additionally, we analyzed the appropriate accounting treatment related to leases as described in FASB 13, “Accounting for Leases,” and concluded that the transactions were operating leases.  These transactions did not qualify as capital leases because there was no transfer of ownership of the property to Bachoco before the end of the lease term, the lease did not contain an option to purchase the leased property at a bargain price, the lease term was not equal to or greater than 75.0% of the estimated economic life of the leased property and the present value of rental and other minimum lease payments was not equal to or greater than 90.0% of the fair value of the leased property. We concluded that these were operating leases under both the Mexican FRS and U.S. GAAP. The lease commitments were appropriately included in footnote No. 11 to the Audited Consolidated Financial Statements. For more detail, see Note 2-j of our Audited Consolidated Financial Statements.

 

31

---

 

 

·

On April 13, 2008, the second phase of our production process at our processing plant in Monterrey caught fire. While the fire destroyed the entire second phase of our production process, the first phase of our production process, which is physically separate from the second, did not suffer any damage and is operating under nearly normal conditions. All the assets were properly covered by an insurance policy.

 

·

In July 2009, the Company made several asset acquisitions and reached a series of agreements to improve productivity and efficiency in the Northeast production complex headquartered in Monterrey, N.L.  The specific acquisitions and agreements made were:

 

a)

The acquisition of the assets of a balanced feed mill from Productora de Alimentos Pecuarios de Nuevo León, S.A. de C.V. through our Campi subsidiary.  The purpose of this acquisition was to improve the quality and production capacity of balanced feed. The mill’s production capacity is about 3,000 tons of pellet feed per week.

b)

The acquisition of the assets of a chicken processing plant from Avi Carnes Monterrey, S.A. de C.V., through our Bachoco subsidiary, with a production capacity of 9,000 chickens per hour.  The goal of this acquisition was to reduce production costs, replace the Monterrey processing plant and to increase production capacity and diversify the chicken business in that region.

c)

An agreement to rent breeder farms and egg incubation plants from Reproductoras Asociadas, S.A. de C.V. and one-day-old breeder capacity farms and egg incubation plants from Producción Avicola Especializada, S.A. de C.V.

d)

The Company also made arrangements with contract growers to acquire their inventories.

After analyzing these transactions for 2009, and the terms of the agreements, we did not acquire any of their employees, customer base, or debt or production techniques.  As a result, we concluded that the transactions did not qualify as a business in accordance with ASC topic 805 “Business Combination” before SFAS141R (EITF98-3) “Determining Whether a non-monetary transaction Involves Receipt of Productive Assets or of a Business” (paragraph 6) and therefore were not deemed to be business combinations, in accordance with FAS 141R.

A.	Operating Results

 

Summary

 

The following table sets forth selected components of our results of operations as a percentage of net revenues for each of the periods indicated:

 

		Year Ended December 31,
		2007				2008				2009
		(percentage of net revenues)
Net revenues			100.0	%			100.0	%			100.0	%
Cost of sales			(79.5	)			(86.9	)			(83.1	)
Gross profit			20.5				13.1				16.9
Selling, general and administrative expenses			(12.3	)			(12.0	)			(10.8	)
Operating income			8.2				1.1				6.1
Comprehensive financing income (loss)			0.1				(6.8	)			(0.6	)
Taxes			(1.7	)			1.4				(1.7	)
Net income (loss)			7.0				(4.4	)			3.5

 

 

32

---

 

 

The following table sets forth, for each of the periods indicated, our net revenues of chicken, feed, eggs, swine and other products as a percentage of total net revenues in each period:

 

		Year Ended December 31,
		2007				2008				2009
		(percentage of net revenues)
Chicken			77.6	%			76.9	%			78.3	%
Feed			8.0	%			7.3	%			6.3	%
Eggs			9.6	%			10.5	%			10.1	%
Swine and Others			4.8	%			5.3	%			5.3	%
Total			100.0	%			100.0	%			100.0	%

Results of Operations for the Years Ended December 31, 2008 and 2009

 

General

 

The global financial crisis continues to affect the Mexican economy as the inflation rate for 2009 increased by 3.57%, while national GDP experienced a sharp contraction of 6.5%, according to information provided by the Central Bank.

 

In 2009, the exchange rate of the peso against the U.S. dollar appreciated 5.4% when compared to the year-end exchange rate for 2008.

 

According to the UNA, the production volume of the Mexican chicken industry decreased by 2.5% in 2009 due to lower demand for these products and lower purchasing power, which resulted from the economic crisis in Mexico.

 

On the other hand, the table egg industry, which is a low cost protein option in Mexico, increased by 3.3% in terms of domestic production when compared to fiscal year 2008, as a result of a better balance between supply and demand in this market.

 

Additionally, Bachoco achieved good operating results in several of its productive and commercial operations of the Company as a result of adequate logistics, cost controls, efficiency efforts and the continuous improvement in all our processes.

 

Net revenues

 

Bachoco’s net sales during 2009 were Ps. 23.3 billion, 15.6% higher than the Ps. 20.1 billion reported in 2008. This was as a result of higher net sales in our main business lines. For more detail see the table included in Item 5: “Operating and Financial Review and Prospects - Summary” above.

 

Chicken sales increased 17.6% compared to 2008, resulting from an increase in the price of chicken of 12.6% and an increase in volume sold of 4.6%.

 

Table egg sales rose 11.8%, as compared to 2008, mainly due to increases in selling prices of 12.0%, partially offset by a decrease in volume sold of 0.2%.  The increase was also a result of the strong demand for this product throughout 2009.

 

Balanced feed sales decreased 0.4% from the previous year and volume sold fell 8.9% as a result of a decrease in demand, and was mainly attributed to high raw materials costs. In 2009, prices for balanced feed rose 9.3%, as compared with 2008 as a result of the increase in the costs of raw materials.

 

The Company sells live swine to local processors. Swine sales increased 11.7% as a result of a 10.7% increase in the price of swine and a 0.9% increase in the volume of sales, as compared to 2008.

 

 

33

---

 

Sales of our other business lines (including turkey and beef processed products) increased by 16.2% as compared to 2008. This increase was mainly driven by an increase in sales of turkey and by-products, such as poultry manure.

 

In 2008 and 2009, we recognized an increase of Ps.16.3 million and decrease of Ps. 7.2 million, respectively, in revenue as a result of the fair valuing of the Company’s biological assets and agricultural products .  See Note 2-g, and Note 6-b in our Audited Consolidated Financial Statements for more detail.

 

Cost of sales

 

The costs of our raw materials were stable, but continued to remain high, especially for soybean meal during the first half of the year. The high prices of raw materials, coupled with higher costs associated with the increase in the volume sold of chicken, lead us to a 10.5% increase in the cost of sales during 2009, as our costs of sales amounted Ps. 19.3 billion compared to the Ps. 17.5 billion reported in 2008.

 

Gross profit

 

Gross margin for 2009 was 16.9% in 2009, compared to the 13.1% reported in 2008, this as a result of the sales increase of chicken and egg products.

 

Selling, general and administrative expenses

 

Total operating expenses in 2009 were Ps. 2.5 million, an increase of 4.5%, as compared to 2008, which resulted primarily from the increase in our distribution expenses. Total expenses accounted for 10.8% of the Company’s total net revenues, a decrease when compared with the 12.0% reported for year 2008.

 

Operating income

 

The consolidated operating result for 2009 was a profit of Ps. 1.4 billion, representing an increase from the Ps. 230.0 million reported in 2008. The operating margin for 2009 was 6.1%, as compared to the 1.1% reported in 2008.

 

Other income (expense), net

 

In 2009, we had other expenses, net of Ps. 65.2 million, as compared to other expenses, net of Ps. 21.0 million in 2008, mainly due to lower income attributable to sales of waste animals, raw materials and by products and lower tax incentives.  See Note 17 to our Audited Consolidated Financial Statements for more detail.

 

Comprehensive financial results

 

During 2009, we recorded a comprehensive financing cost of Ps.133.2 million, compared with a cost of Ps. 1.4 billion in 2008, which resulted from a reduction in the valuation of financial instruments. Net interest position and the impact on the valuation of our financial instruments was a loss of Ps. 95.3 million in 2009, much lower than the loss of Ps. 1.5 billion reported in 2008.  See Note 10-a to our Audited Consolidated Financial Statements for more detail.

Income (loss) before income  taxes and non-controlling interest

 

Income before income taxes and non-controlling interest was Ps. 1.2 billion 2009 as compared to a loss of Ps. 1.2 billion in 2008.  This increase is mainly attributable to an increase in gross profit and a decrease in our comprehensive financing cost.

 

 

34

---

 

The total taxes recognized by the Company at 2009 year end totaled Ps. 406.4 million; this amount includes a one-time charge of Ps. 188.8 million based on the recognition of a deferred income taxes relating to a change in the tax rate for 2010 following the Mexican tax reforms and does not affect the Company’s cash flow.  See Note 16-d of the Audited Consolidated Financial Statements for more details.

 

Net (loss) income

 

Net income for 2009 was Ps. 809.0 million, representing a net income per share outstanding of Ps. 1.35 pesos (or U.S. $1.24 per ADS), compared with a net loss in 2008 of Ps. 886.0 million, or a loss of $1.48 per share (loss of U.S. $1.35 per ADS).  This reversal was largely a result of our positive operating and financial results, partially offset by the increase in our total taxes.

 

Results of Operations for the Years Ended December 31, 2007 and 2008

 

General

 

The global financial crisis had severe repercussions in the Mexican economy, especially in the second half of the year.  In particular, there was a slowdown in the Mexican economy and a reduction in economic growth forecasts.  In addition, the exchange rate of the peso against the U.S. dollar experienced a sharp depreciation of 21.0% when compared to the year-end exchange rate for 2007.

 

The Mexican economy had a growth rate of only 1.3% and the annual inflation rate increased to 6.5%.

 

According to the UNA, the production volume of the Mexican chicken industry grew by approximately 6.4% in 2008 as a result of consumer preference for healthier meat products, income increases per capita and chicken as a low-cost protein alternative to other meat sources.

 

With respect to the table egg industry, domestic production increased by 1.2%, which led to a better balance between supply and demand in the market.

 

Even though we were able to increase sales in all our main product lines and sold our entire production, the Mexican economic slowdown, the continued increases in the cost of our main raw materials and oversupply conditions in the chicken markets negatively affected our operating and financial results.  Consequently, we achieved an operating margin of 1.1%, which is lower than the 8.2% reached in 2007 and one of the weakest margins in the Company’s history.

 

Net revenues

 

Net sales during 2008 were Ps. 20.1 billion, 10.5% higher than the Ps. 18.2 million reported in 2007.  This was due to an increase in sales in all of our business lines.  For more detail, see the table included in Item 5: “Operating and Financial Review and Prospects - Summary” above.

 

Chicken sales grew by 9.5% as compared to sales in 2007.  The increase was due to an 4.4% price increase.  Even when there were oversupply issues throughout the year, the Company was able to sell its entire chicken production.  Chicken volume grew by 4.9% due to increases in capacity driven by increases in capacity at several farms located in our Mérida and Veracruz complexes and new farms located in Hermosillo.

 

Table egg sales grew by 20.4% in 2008 as compared to sales in 2007 due to a 23.9% price increase, partially offset by a 2.8% decrease in volume.  The sales increase was due to stable supply in the Mexican table eggs industry and strong demand for our table eggs products during most part of the year, of which more than 50.0% are packaged under our brand name.

 

During 2008, balanced feed sales grew slightly by 0.9% and the volume of balanced feed sold dropped 15.5% in comparison to 2007.  This business line was strongly affected by high increases in the prices of raw material.  The 19.4% increase in our balanced feed prices was not enough to offset the increases in our production costs.

 

 

35

---

 

We increased our pork sales by 35.3% in 2008 as compared to sales in 2007, due to a 13.1% increase in volume sold and a 19.6% increase in our pork prices which resulted from stable demand in the Mexican market and a slight reduction in imports of pork products.

 

In 2008 and 2007, we recognized Ps.16.4 million and Ps. 10.8 million, respectively, in revenue as a result of the fair valuing part of the Company’s biological assets and agricultural products.  See Note 2-g, and Note 6-b in our Audited Consolidated Financial Statements for more detail.

 

Cost of sales

 

Our consolidated cost of sales in 2008 was Ps. 17.5 million, an increase of 20.8% with respect to 2007, as a result of the substantial increases in the prices of raw materials, particularly grains, which are the most important components of our costs of sales.

 

Gross profit

 

As a percentage of net sales, gross profit was 13.1% in 2008, compared to 21.0% reported in 2007.  The decrease was mainly due to a sharp increase in the cost of sales.

 

Selling, general and administrative expenses

 

The operating expenses of the Company in 2008 amounted to Ps. 2.4 billion, an increase of 7.4% as compared to 2007, primarily due to increases in sales and distribution expenses.  Total expenses accounted for 12.0% of the Company’s total net revenues, representing a decrease of 0.3% when compared with the 12.3% reported for 2007.

 

Operating income

 

The consolidated operating result for 2008 was a profit of Ps. 230.1 million, lower than the Ps. 1.5 billion profits reported in 2007.  The operating margin was 1.1% in 2008, as compared to the 8.2% reported in 2007.

 

Other income, net

 

Other income, net represented a net cost of Ps. 21.0 million in 2008 as compared to a gain of Ps. 69.6 million in 2007, mainly due to lower income for sales of waste animals, raw materials and by products, lower tax incentives and higher employee profit sharing contributions.  See Note 17 of the Audited Consolidated Financial Statements for more detail.

 

 

36

---

 

Comprehensive financial results

 

The Company had negative comprehensive financial results of Ps. 1.4 billion in 2008, as compared to the comprehensive financing income of Ps. 19.1 million achieved in 2007.  This reversal was primarily due to negative results in our exchange rate derivative instruments and grain hedge positions.  Our net interest position and the impact on the valuation of our financial instruments was a loss of Ps. 1.5 billion in 2008, partially offset by our foreign exchange gain of Ps. 160.2 million.  See Note 10-a of our Audited Consolidated Financial Statements for more detail.

 

Income (loss) before income taxes, and non-controlling interest

 

Loss before income taxes and non-controlling interest was Ps. 1.2 billion in 2008, as compared to an income of Ps. 1.6 billion in 2007.

 

At December 31, 2008, the Company recognized an income tax benefit in an amount totaling Ps. 274.0 million, compared to an income tax expense of Ps. 312.7 million reported in 2007.  See Note 16-a of the Audited Consolidated Financial Statements for more details.

 

Net (loss) income

 

The Company reported a consolidated net loss of Ps. 886.0 million for 2008, representing a loss per share of Ps. 1.48 (equivalent to U.S.$1.35 per ADS), as compared to a consolidated net profit in 2007 of Ps. 1.3 billion or Ps. 2.12 per share (equivalent to U.S.$1.95 per ADS).  This decrease is due to the lower operating income and the negative comprehensive financial results in 2008.

 

Income Tax, Asset Tax and Flat Rate Business Tax, Year 2009

 

Industrias Bachoco and all of its subsidiaries file separate income tax returns.  Bachoco, the Company’s main subsidiary, is subject to the simplified regime, which rate has been set at 19.0% since 2007.  This simplified regime is applicable to agriculture, cattle-raising and fishing, among others.

Income Tax

 

In 2009, a tax reform was authorized by which, as of 2010, the tax rate was increased from 19.0% to 21.0% in the simplified regime and from 28.0% to 30.0% in the general regime. The Company recognized the result of this change in 2009, in a charge to results of Ps. 188.8 million, which is reflected in deferred taxes under the line item “Adjustment to deferred tax assets and liabilities for enacted changes in tax law and rates.”

 

Flat Rate Business Tax (IETU)

 

On October 1, 2007, new laws were published and a number of tax laws were revised relating to the Flat Rate Business Tax (IETU). These laws came into effect on January 1, 2008. The IETU rate was set at 16.5% for 2008, 17.0% for 2009 and 17.5% for 2010 and thereafter, based on cash flows, and limits certain deductions. The IETU is required to be paid only when it is greater than the income tax to be paid in any given year. To determine the IETU base in  a given  year, gross income tax (before subtracting deductions) is subtracted from the net income tax (after subtracting deductions), with the difference being the IETU base.  If a negative IETU base is determined because deductions exceed income tax, there will be no IETU payable.  Instead, the amount of the negative IETU payable base multiplied by the IETU rate results in an IETU credit, which may be applied against the income tax due for the same year or, if applicable, against any IETU payable in the next ten years.

 

 

37

---

 

 

Asset Tax (AT)

 

In 2007, a new law was enacted that resulted in the derogation of the asset tax law beginning on January 1, 2008.  In 2007, the asset tax rate was payable at 1.25% and liabilities were no longer deductible from the asset tax base.  At December 31, 2009, the Company had Ps. 4.5 million in asset tax credits. See Note 16-c to the Audited Consolidated Financial Statements for more detail.

 

Base Year		Asset tax restated at December 31, 2009			Year of expiration
2005			1.5		2015
2006			3.2		2016
Million of Ps.			4.7

 

Reconciliation to U.S. GAAP

 

The Company’s Audited Consolidated Financial Statements are prepared in accordance with Mexican Financial Reporting Standards (“MexFRS”), which differ in certain respects from U.S. GAAP.

 

The principal differences between MexFRS and U.S. GAAP, as they relate to us, with an explanation, where appropriate, of the method used to determine the adjustments that affect income and stockholders’ equity, and any additional applicable disclosures as applicable are described in the Note 21 of our Audited Consolidated Financial Statements. Our consolidated majority net income under U.S. GAAP was Ps. 1.3  billion in 2007, a net loss of Ps. 869.4 million in 2008, and a net income of Ps. 787 million in 2009 compared to a net income of Ps. 1.3billion, a net loss of Ps. 886.0 million and net income of Ps. 809.0 million, respectively, under Mexican FRS.

 

Bachoco has applied Statement of Financial Accounting Standards (SFAS) No.109, (included in FASB ASC Subtopic 740-10- Income taxes – Overall) (FIN 48.) Accounting for Income Taxes, for all periods presented. The deferred tax adjustment included in the net income (loss) and stockholders’ equity reconciliations includes the effect of deferred taxes on all U.S. GAAP adjustments reflected in the reconciliation from Mexican FRS to U.S. GAAP. Under U.S. GAAP, the Company recognizes a deferred tax liability associated with profits originated during the simplified regime that have not paid income tax previously, but would be subject to taxation upon future distributions under the Mexican tax law. Due to the accounting change in Mexican FRS in 2008, this concept generates a reconciling difference to U.S. GAAP. The deferred tax liability under this concept amounted Ps. 284.2 million and Ps. 275.0 million as of December 31, 2008 and 2009, respectively.

 

For U.S. GAAP purposes, goodwill is reviewed for impairment at least annually in accordance with the provisions of FASB ASC Topic 350, Intangibles – Goodwill and Other (Statement No. 142, Goodwill and Other Intangible Assets.) Up to December 31, 2004, we recognized an accumulated effect (increase in equity) of Ps. 58.7 million for the non amortization of goodwill, under U.S. GAAP. In 2007, 2008 and 2009, we performed the required impairment tests of goodwill and did not result an impairment charge.

 

The fair value of financial instruments is the amount at which a financial instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. When possible, we use quoted market prices to determine fair value. Where quoted market prices are not available, the fair value is internally derived based upon appropriate valuation methodologies with respect to the amount and timing of future cash flows and estimated discount rates for both counterparty and entity’s own risk. However, considerable judgment is required in interpreting market data to develop estimates of fair value, so the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions or estimation methodologies could be material to the estimated fair values.

 

 

38

---

 

Fair value information presented in Note 21 to our Audited Consolidated Financial Statements is based on information available at December 31, 2009 and 2008. Although we are not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been updated since those dates; therefore, the current estimates of fair value at dates after December 31, 2009 and 2008, could differ significantly from these amounts.

 

Use of Estimates in Certain Accounting Policies

 

In preparing our Audited Consolidated Financial Statements, we make estimates concerning a variety of matters.  Some of these matters are highly uncertain, and the estimates involve judgments based on the information available to us. The discussion below identifies matters for which the financial presentation would be materially affected (a) if we relied on different estimates that we could reasonably use, or (b) if in the future we change our estimates in response to changes that are reasonably likely to occur.

 

The discussion below addresses only those estimates that we consider most important based on the degree of uncertainty and the likelihood of a material impact if we used a different estimate.  There are many other areas in which we use estimates about uncertain matters, but the reasonably likely effect of changed or different estimates would not be material to our financial results.

 

Estimated Useful Lives of Property, Plant and Equipment

 

We estimate the useful lives of our property, plant and equipment in order to determine the amount of depreciation expense to be recorded in each period.  The current estimates of useful lives are based on estimates made by an independent appraiser in 1996.  Those estimates have been adjusted when applicable, based on historical experience with similar assets that we own.

 

Accumulated depreciation expense for property, plant and equipment in 2009 amounted to Ps. 7.7 billion.  As applied to our 2009 financial results, the depreciation was Ps. 662.6 million, or 3.0% of our net revenues.  For further explanation, see Notes 2-h and 7 to the Audited Consolidated Financial Statements.

 

Allowance for Productivity Declines

 

The allowance for decline in productivity of our breeder chickens and swine is estimated based on expected future life under straight line method.  See Note 2g in our Audited Consolidated Financial Statements for more detail.

 

Inventory Valuation

 

Inventories

 

At December 31, 2008 and 2009, our inventories are stated at the lower of historical cost determined by the average cost method or market (replacement cost), provided that replacement cost is not less than net realizable value.

 

Agriculture

 

Our Audited Consolidated Financial Statements recognize the requirements of Mexican FRS E-1, “Agriculture,” which establishes the rules for recognizing, measuring, presenting and disclosing biological assets and agricultural products.

 

Mexican FRS E-1 requires biological assets and agricultural products (the latter at the time of harvesting) to be valued at their fair value, net of the estimated costs at the point of sale. Bulletin E-1 also establishes that whenever the fair value cannot be determined in a reliable, verifiable and objective manner, the assets are to be valued at their production cost, net of impairment loss.

 

 

39

---

 

Agricultural products are live chickens, processed chickens, commercial eggs and pigs available for sale. The Company’s biological assets are comprised of poultry in their different stages, incubatable eggs and breeder pigs.

 

Broiler chicks less than six and a half weeks old, incubatable eggs, breeder pigs and laying hens are valued at production cost since it is not possible to determine their fair value in a reliable, verifiable and objective manner.

 

Broilers more than six and a half weeks old through their date of sale are valued at fair value net of estimated point-of-sale costs, considering the price per kilogram of processed chicken at the valuation date.

 

Processed chicken and commercial eggs are valued at fair value net of estimated point-of-sale costs, considering the price per kilogram of processed chicken and commercial eggs at the time such items are considered as agricultural products. From such date through the date of sale, the fair value is considered to be the cost of processed chicken or commercial eggs, not in excess of net realizable value.

 

We are exposed to financial risks due to changes in the price of chicken. We estimate that the price of chicken will not fall sharply or significantly in the near future; consequently, we have not entered into any derivative agreement or any other type of agreement to offset the risk of a drop in the price of chicken.

 

For more details, see “Inventories and biological assets” in Note 6 of the Audited Consolidated Financial Statements.

 

Allowance for Doubtful Accounts

 

The Company’s policy is to record an allowance for doubtful accounts for balances which are not likely to be recovered. In establishing the required allowance, management considers historical losses, current market conditions, and our customers’ financial condition, the amount of receivables in dispute originated by price differences and the aging of our current receivable and current payment patterns.

 

Pension Plan

 

We have a retirement plan in which all non-union workers participate.  Pension benefits are based on the salary of workers in their final three years of service, the number of years worked and their age at retirement.  See Note 2-m and Note 14 to our Audited Consolidated Financial Statements.

This plan includes:

 

·

Defined contribution plan: This fund consists of employee and Company contributions. The employee contribution percentage ranges from 1.0% to 5.0%.  The Company contribution ranges from 1.0% to 2.0% in the case of employees with less than 10 years seniority, and the same contribution percentage as the employee (up to 5.0%) when the employee has more than 10 years’ seniority.

 

·

Defined benefit plan: This fund consists solely of Company contributions and covers the Company's labor obligations with each employee.

 

Seniority premiums and severance payments are paid to workers as required by Mexican labor law.

We recognize the liability for pension benefits, seniority premiums and termination benefits (severance payments), based on independent actuarial computations using the projected unit-credit method and financial assumptions net of inflation.

 

40

---

 

Valuation Allowance for Deferred Tax Assets

 

In assessing our ability to realize deferred tax assets, management considers whether it is more likely than not that part or all of the deferred tax assets will not be realized taking into account that the final ability to realize our deferred tax assets is dependent upon the generation of future taxable income during the periods in which such assets  become deductible. We also consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The valuation allowance for deferred tax assets as of January 1, 2008 and 2009 amounted to Ps. 4.6 million and Ps. 28.0 million, respectively. See note 16-e to our Audited Consolidated Financial Statements.

B.	Liquidity and Capital Resources

 

Our working capital (current assets less current liabilities) increased year over year from Ps. 4.6 billion on December 31, 2008 to Ps. 5.2 billion on December 31, 2009.  Such increase was mainly due to an increase in the cash and investments and a decrease in derivative financial instruments as current liabilities accounts.  The ratio of current assets to current liabilities on December 31, 2009 was 2.9.

 

Cash and investments were Ps. 2.6 billion on December 31, 2009, representing an increase of Ps.553 million or 27.7% from the previous year.  The increase was primarily due to our positive operating results.

 

Inventories were Ps. 3.6 billion as of December 31, 2009, representing a decrease of Ps. 360 million or 9.1% from the previous year, due mainly to a decrease in our inventories in raw materials.

 

Total debt, including the current portion of long term debt, equaled Ps. 963.8 million as of December 31, 2009, higher than the Ps. 625.9 million reported as of December 31, 2008.  This 54.0% of increase is due to new debt obligations taken in 2009, an increase in notes payable to banks to Ps. 234.3 million in 2009 from Ps. 40.0 million in 2008 and an increase in current installments of long-term debt to Ps. 357.6 million in 2009 from Ps. 194.2 million reported in 2008.

 

Long term debt on December 31, 2009 represented 2.5% of our capitalization, compared to 2.7% reported on December 31, 2008.

 

Stockholders’ equity increased by 3.4%, to Ps. 14.6 billion on December 31, 2009 from Ps. 14.1 billion on December 31, 2008.

 

In 2009, capital investments amounted to Ps. 988 million, most of which were financed with resources generated from our own operations.  These capital investments were used mainly to finance a business agreement, productivity projects, production growing capabilities and infrastructure improvements to keep facilities in good operating conditions. See Item 4: “Capital Expenditures”  for more detail.

 

We are a holding company with no significant operations of our own. We principally engage in transactions with our subsidiaries.  We will have distributable profits and cash to pay dividends only to the extent that we receive dividends from our subsidiaries, principally BSACV.  The amount of dividends payable by our subsidiaries and us is also subject to general limitations under Mexican corporate law. See our Consolidated Statement of Cash Flow in our Audited Consolidated Financial Statements for more details.

 

 

41

---

 

We consider our current level of working capital to be sufficient for our operations.

 

 We expect to finance our capital expenditures, additional working capital, and debt service obligations from our current liquidity and capital resources, cash flows and from additional borrowings from our existing sources of debt financing, although we will also consider other sources of debt financing if they are available on advantageous terms.  For a discussion of our use of hedging instruments, please see Note 10-a and 10-b of our Audited Consolidated Financial Statements.

 

We entered into operating leases for certain offices, production sites, computer equipment, and automobiles.  These agreements have terms ranging between one and five year periods and some of them contain renewal options.  Rental expenses under these leases for 2007, 2008 and 2009 were Ps. 153.2 million, Ps. 167.9 million and Ps. 177.3 million,  respectively.  See Note 11 to our Audited Consolidated Financial Statements for more detail.

 

C.	Research and Development, Patents and Licenses, etc.

 

None

D.	Trend Information

 

For a description of trends in our product lines, see Item 5:  “General – Trends in Product Prices for Bachoco” above.

E.	Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements of the type that we are required to disclose under this Item.

 

F.	Tabular Disclosure of Contractual Obligations

 

Our major categories of indebtedness included the following:

 

·

As of December 31, 2009, we have Ps. 591.9 million in notes payable to banks and current installments of long term debt.

 

·

Long term debt to banks, as of December 31, 2009, was Ps. 372.0 million outstanding (excluding current portion), which is less than the Ps. 391.7 million outstanding on December 31, 2008.  The weighted average interest rates on long term debt for 2008 and 2009 were 12.9% and 6.8%, respectively.  See Note 9 of the Audited Consolidated Financial Statements for more detail.

 

The following table summarizes long-tem debt as of December 31, 2009.  The table does not include short-term debt, accounts payable or pension liabilities.

 

		Payments Due by Period (millions of constant pesos as of December 31, 2009)
Contractual Obligations		Total				2011				2012				2013				2014
Long-term debt		Ps.	371.9				333.4				19.0				12.0				7.5
Operating leases		Ps.	446.1				131.0				115.2				101.5				98.4

 

 

42

---

 

 

G.	Safe Harbor

 

Not applicable.

ITEM 6.

Directors, Senior Management and Employees

 

A.	Directors and Senior Management

 

Directors

 

The Board of Directors is responsible for the management of our business.  The Board of Directors consists of an odd number of directors, never fewer than five, and corresponding alternate directors, each of whom is elected for a term of one year.

 

Before September 2006, holders of Series B Shares elected directors and alternate directors at a general ordinary stockholders’ meeting, while holders of Series L Shares had the right to appoint or elect two directors and two alternate directors to the Board of Directors.

 

Since September 2006, we have only Series B Shares with full voting rights.

 

Alternate directors are authorized to serve on the Board of Directors in place of directors who are unable to attend meetings or otherwise participate in the activities of the Board of Directors.

 

The following table identifies our directors, alternate directors, Honorary Chairman of the board and Secretary of the board as of June 2010, their positions and their years of service:

 

Name	Position	Years as a Member of the Board of Directors
Enrique Robinson Bours Almada	Honorary Chairman of the board	56
Mario Javier Robinson Bours Almada	Life Honorary Shareholder Director	56
Francisco Javier R. Bours Castelo	Chairman of the Board and Proprietary Shareholder Director	28
Eduardo Rojas Crespo	Secretary of the Board	2
Jose Gerardo Robinson Bours Castelo	Proprietary Shareholder Director	2
Juan Bautista Salvador Robinson Bours	Proprietary Shareholder Director	56
Jesús Enrique Robinson Bours Muñoz	Proprietary Shareholder Director	16
Jesús Rodolfo Robinson Bours Muñoz	Proprietary Shareholder Director	8
Arturo Bours Griffith	Proprietary Shareholder Director	16
Octavio Robinson Bours	Proprietary Shareholder Director	13
Ricardo Aguirre Borboa	Proprietary Shareholder Director	16
José Eduardo Robinson Bours Castelo	Alternate Director	16
Juan Salvador Robinson Bours Martínez	Alternate Director	16
José Francisco Bours Griffith	Alternate Director	16
Guillermo Pineda Cruz	Alternate Director	16
Avelino Fernández Salido	Independent Director	7
Humberto Schwarzbeck Noriega	Independent Director	7

 

43

---

 

 

The following table identifies the relationships among the Bours family members:

 

Brothers and Co- Founders		Sons		Nephews		Son in Law
Enrique Robinson Bours Almada		·  Jesús Enrique Robinson  Bours Muñoz ·  Jesús Rodolfo Robinson Bours Muñoz		·  Arturo Bours Griffith		Gillermo Pineda Cruz
Mario Javier Robinson Bours Almada		·  Francisco Javier R. Bours ·  José Gerardo Robinson Bours Castelo ·  Jose Eduardo Robinson Bours Castelo		·  Jose Francisco Bours Griffith
Juan Bautista Salvador Robinson Bours Almada		Juan Salvador Robinson Bours Martínez		·  Octavio Robinson Bours		Ricardo Aguirre Borboa

 

Our bylaws provide for the creation of an executive committee of the Board of Directors, which may exercise certain of the Board’s powers in full, subject to certain limitations.

 

Mr. Enrique Robinson Bours Almada, Chairman of the board and co-founder of the Company retired in April 2002.  Mr. Bours led the Company for 50 years.  The Board named as his successor Mr. Javier Robinson Bours Castelo, Mr. Enrique Robinson Bours’s nephew.  Mr. Bours Castelo has been at Bachoco for 28 years as a member of the board and served as Vice-Chairman for ten years.

 

Mr. Mario Javier Robinson Bours Almada, member of the Board of Directors retired in April 2008, and was named as a Life Honorary Propriety Shareholder Director.  On the same date, the Board named Mr. José Gerardo Robinson Bours Castelo as a Proprietary Shareholder Director in the place of Mr. Mario Javier Robinson Bours Almada.

 

In order to fully comply with current Mexican Corporate and Securities Market Laws in which Bachoco’s Shares are traded, we ratified our Board of Directors at our stockholders’ meeting held on April 28, 2010.  As of June 2010, our Board of Directors is composed of the following members:

 

o

Proprietary Shareholder Directors: Francisco Javier R. Bours Castelo (Chairman of the Board), Jose Gerardo Robinson Bours Castelo, Juan Bautista S. Robinson Bours Almada, Jesús Enrique Robinson Bours Muñoz, Jesús Rodolfo Robinson Bours Muñoz, Arturo Bours Griffith, Octavio Robinson Bours, Ricardo Aguirre Borboa.

o

Alternate Directors: José Eduardo Robinson Bours Castelo, Juan Salvador Robinson Bours Martínez, José Francisco Bours Griffith, Guillermo Pineda Cruz.

o

Independent Directors: Avelino Fernández Salido, Humberto Schwarzbeck Noriega.

o

Life Honorary: Enrique Robinson Bours Almada and Mario Javier Robinson Bours Almada.

o

Secretary of the Board of Directors: Eduardo Rojas Crespo

 

44

---

 

Francisco Javier R. Bours Castelo, Chairman of the Board of Directors, has been a member of the board for 28 years, and has been Chairman since 2002.  Before that, he was Vice-Chairman for several years.  Mr. Bours holds a degree in Civil Engineering from the Instituto Tecnológico y de Estudios Superiores Monterrey (ITESM).  He currently serves as Chairman of the Boards of Directors of the following companies:  Megacable Holdings, S.A.B. de C.V., Congeladora Hortícola, S.A. de C.V., Inmobiliaria of Trento S.A. de C.V., Agriexport S.A. de C.V., Acuícola Boca, S.A. de C.V., Industrias Boca, S.A. de C.V., and Centro de Servicios Empresariales del Noreste, S.A. de C.V.

 

José Gerardo Robinson Bours Castelo, Proprietary Shareholder Director, is member of the board since April 2008.  He previously served as Systems Manager.  Mr. Bours, holds a degree in Computer Engineering from the ITESM.  He currently serves as member of the following companies:  Grupo Megacable, S.A. de C.V., Congeladora Hortícola, S.A. de C.V., Acuícola Boca, S.A. de C.V., Industrias Boca, S.A. de C.V. and Promotora Empresarial del Noroeste, S.A. de C.V.  He is also Chairman of Fundación Mexicana para el Desarrollo Rural del Valle del Yaqui and the ITESM in Obregón.

 

Juan Bautista S. Robinson Bours Almada, Proprietary Shareholder Director, has been a member of the board for 56 years and is a co-founder of Industrias Bachoco S.A.B. de C.V.

 

Jesús Enrique Robinson Bours Muñoz, Proprietary Shareholder Director, has been a member of the board for 16 years, having previously served as Production Director and Divisional Manager.  Mr. Robinson Bours holds a degree in Engineering from the University of Arizona.  He is also a member of the Board of Directors of San Luis Corporación S.A. de C.V., and Megacable S.A. de C.V.

 

Jesús Rodolfo Robinson Bours Muñoz, Proprietary Shareholder Director, has been a member of the board for 8 years.  Mr. Robinson Bours previously served in the Company as Production Manager in the Northwest and Bajio divisions, Commercial Manager in Northwest Division and Purchasing Manager at the Bajio Division.  Mr. Robinson Bours holds a degree in Agricultural Engineering from the University of Arizona.  He has business experience in agriculture and raising livestock with Agrícola Monte Cristo S.A. de C.V., Agrícola Río Yaqui S.P.R. de R.L., Agrícola Nacapul S.P.R. de R.L. and Ganadera Cocoreña S.P.R. de R.L.

 

Arturo Bours Griffith, Proprietary Shareholder Director, has been a member of the board for 16 years.  Mr. Bours Griffith completed professional studies at the University of Arizona.  He is also Chairman of the board of Qualyplast, S.A. de C.V., and a member of the board of Megacable, S.A. de C.V., Promotora Empresarial del Noroeste, S.A. de C.V., and Taxis Aereos del Noroeste, S.A. de C.V.

 

Octavio Robinson Bours, Proprietary Shareholder Director, has been a member of the board for 13 years.  Mr. Robinson Bours holds a degree in Agricultural Engineering from the ITESM.  He has experience in producing swine, and is also a member of the board of Choya, S.A. de C.V., and Granos Santa Fe, S.A. de C.V.

 

Ricardo Aguirre Borboa, Proprietary Shareholder Director, was also an Independent Director until April 2007.  Mr. Aguirre has been a member of the board for 16 years.  He is also a member of the Board of Directors of the newspaper El Debate and he holds a degree in Agricultural Engineering from the ITESM.  He has experience in agriculture and pork production.  Mr. Aguirre Borboa is also member of the board of Gasolinera Servicios del Valle del Fuerte S.A. de C.V., Periódico el Debate de los Mochis, and Tepeyac Produce, Inc.

 

José Eduardo Robinson Bours Castelo, Alternate Director, has been a member of the board for 16 years.  Mr. Robinson Bours holds a degree in Industrial Engineering from the ITESM.  He was previously Commercial Director of Industrias Bachoco, a Senator of the Mexican Congress and is currently governor of the state of Sonora.

 

 

45

---

 

 

Juan Salvador Robinson Bours Martínez, Alternate Director, has been a member of the board for 16 years, and has served Bachoco as Purchasing Manager.  Mr. Robinson Bours holds a degree in Industrial Engineering from the ITESM.  His other appointments include Chairman of the board and CEO of Llantas y Accesorios, S.A. de C.V. and member of the Board of Mega Cable Holdings, S.A.B. de C.V.

 

José Francisco Bours Griffith, Alternate Director, has been a member of the board for 16 years.  He holds a degree in Civil Engineering from the Universidad Autónoma de Guadalajara.  Mr. Robinson Bours has worked at Bachoco as Engineering Manager.  He is currently dedicated to agricultural operations and has run an aquaculture farm for nine years.

 

Guillermo Pineda Cruz, Alternate Director, has been a member of the board for 16 years.  He is also a member of the Board of Directors of Banamex and was a regional member of the Board of Directors of Grupo Financiero Serfín, Inverlat and InverMexico.  Mr. Pineda holds a degree in Civil Engineering from the ITESM and a master’s degree in Business Administration from the Instituto Tecnológico de Sonora.  He co‑founded Edificadora Pi‑Bo, S.A. de C.V. in 1983 and is its President and CEO.

 

Avelino Fernández Salido, Independent Director, is member of the board since 2003.  He is also a member of the board of Banco Nacional de Mexico, BBVA Bancomer, and Banca Serfín.  His business experience is in the marketing of grains.

 

Humberto Schwarzbeck Noriega, Independent Director, is member of the board since 2003.  He holds a degree in economics from the ITESM.  He is currently CEO of Yeso Industrial de Navojoa S.A. de C.V. and Chairman of the Board of Promotora de Manufacturas S.A. de C.V.

Eduardo Rojas Crespo, was named Secretary of the Board of Directors on April 23, 2008.  Mr. Rojas has worked for Bachoco since 2004 as our Chief Legal Officer.  Before joining Bachoco, Mr. Rojas worked for 10 years as the Chief Legal Officer of Grupo Fimex.  He holds a law degree from the Universidad Nacional Autónoma de Mexico (UNAM) and a post-graduate diploma in Environmental Law and Due Diligence and a master’s degree in Corporate Laws, both from the Anáhuac University.

Executive Officers

 

Our executive officers as of June 2010 are set forth in the table below:

 

Name		Position		Age
Cristóbal Mondragón Fragoso		Chief Executive Officer		64
Daniel Salazar Ferrer		Chief Financial Officer		45
David Gastélum Cazares		Director of Sales		58
José Luis López Lepe		Director of Personnel		64
Rodolfo Ramos Arvizu		Technical Director		52
Ernesto Salmón Castelo		Director of Operations		47
Andres Morales Astiazaran		Director of Marketing and Value-added Products		41
Marco Antonio Esparza Serrano		Comptroller Director		54

 

46

---

 

 

Cristóbal Mondragón Fragoso, Chief Executive Officer, joined us in 1982 and assumed his current position in 2001.  Previously, Mr. Mondragón served as Administration Manager, as Manager of Corporate Finance and as Chief Financial Officer.  Before joining us, Mr. Mondragón worked as an accountant for three years.  Later he joined La Hacienda, S.A. de C.V., where he held the positions of Auditor, Accountant, Head of Processing Systems, Audit Manager, Administration Manager and Comptroller.  Mr. Mondragón holds an Accounting degree from the UNAM.

 

Daniel Salazar Ferrer, Chief Financial Officer, joined us in 2000 and assumed his current position in January 2003.  Previously, Mr. Salazar worked for four years as Chief Financial Officer at Grupo Covarrubias and as Comptroller at Negromex, a company of Grupo Desc.  Mr. Salazar holds an Accounting degree from Universidad Tecnológica de Mexico and a master’s degree in Business Administration from the ITESM.

 

David Gastélum Cazares, Director of Sales, joining us in 1979 and assumed his current position in 1992.  Previously, Mr. Gastélum served as a pullet salesman in the states of Sonora and Sinaloa, National Sales Manager of Live Animals and Eggs, Manager of the Northwest Division, Manager of the Mexico City Division and National Sales Manager.  Before joining us, Mr. Gastelúm worked at La Hacienda, S.A. de C.V. as Technical Advisor and as Area Officer for the Southeast Division.  Mr. Gastélum holds a degree in Veterinary Medicine from the school of Veterinary Medicine of the UNAM.

 

José Luis López Lepe, Director of Personnel since 1993. Before joining us Mr. López worked as a teacher in several institutions as well as with Grupo Condumex, where he was Director of Personnel.  Mr. López holds a degree in Physics and Chemistry from the Escuela Normal Superior and a degree in Business Administration from Instituto Tecnológico Autónomo de Mexico.

 

Rodolfo Ramos Arvizu, Technical Director, joined us in 1980 and assumed his current position in 1992.  Previously, Mr. Ramos held positions in the Egg Quality Control Training Program and in Poultry Management as well as serving as Supervisor of the Commercial Egg Production Training Program, Manager of Raw Material Purchasing and as a Director of Production.  Mr. Ramos holds a degree in Agricultural Engineering from the ITESM.

 

Ernesto Salmón Castelo, Director of Operations, joined us in 1991 and assumed his current position in 2000.  Previously, Mr. Salmón worked for Gamesa, S.A. de C.V. and for us as Sales Manager in Sonora, Northwestern Distribution Manager, Manager of the Processing Plant in Celaya, Southeastern Division Manager and Bajio Division Manager.  Mr. Salmón holds a degree in Chemical Engineering from Instituto Tecnológico de Sonora and a master’s degree in Business Administration from the ITESM.

 

Andrés Morales Astiazaran, Director of Marketing and Value-added Products since July 2006.  Before joining us, Mr. Morales worked for 4 years as Sales and Marketing Vice President in Smithfield Foods, a U.S. Company with offices in Sonora, Mexico.  Previously Mr. Morales worked for Bachoco as Marketing Manager, Manager of the Northeast division and then as National Manager of Bachoco.  Mr. Morales holds an accounting degree from the ITESM and attended marketing courses at Northwestern University, the University of Chicago, the ITESM and the IPADE (D1).

 

Marco Antonio Esparza Serrano, Comptroller Director since March 2009.  Before joining Bachoco, Mr. Esparza worked for more than 25 years in the pharmaceutical industry for three multinational companies, two American companies and one German company.  During that time, Mr. Esparza managed and directed every area within Finance and Administration as Accounting Manager, Tax Manager Comptroller, Financial Planning Director and Finance Director.  Mr. Esparza holds a degree in public accounting and several post-graduate diplomas in Business Administration, Economics and Direction of Enterprises from universities such as Instituto Politecnico Nacional, University of California at Berkeley, the ITESM, University of Almeria Spain and the IPADE.

 

47

---

 

Audit Committee

 

The mandate of the Audit Committee is to establish and monitor procedures and controls in order to ensure that the financial information we distribute is useful, appropriate and reliable and accurately reflects our financial position.  In particular, pursuant to our bylaws and Mexican law, among others, the Audit Committee must do the following:

(a)

Submit an annual report to the Board of Directors;

 

(b)

Provide the Board of Directors with its opinion on the matters that pertain to the Auditing Committee, in accordance with the Securities Market Law;

 

(c)

Inform the Board of Directors of the current condition of the internal controls and internal auditing system of the Company or of the entities it controls, including any irregularities detected;

 

(d)

Require the relevant directors and other employees of the Company, or of the entities it controls, to provide reports relative to the preparation of the financial information or any other kind of reports or information it deems appropriate to perform its duties;

 

(e)

Receive observations formulated by shareholders, Board members, relevant officers, employees and, in general, any third party with regard to the matters under the Audit Committee duties, as well as carry out the actions that, in its judgment, may be appropriate in connection with such observations;

 

(f)

Inform the Board of Directors of any material irregularities detected as a result of the performance of its duties and, as applicable, inform the Board of Directors of the corrective actions taken, or otherwise propose the actions that should be taken;

 

(g)

Call Shareholders Meetings and cause the items it deems pertinent to be inserted into the agendas of such Shareholders’ Meetings, and

 

(h)

Assist the Board of Directors in selecting candidates for audit and reviewing the scope and terms of the auditor’s engagement, as well as evaluate the performance of the entity that provides the external auditing services and analyze the report, opinions, statements and other information prepared and signed by the external auditor.

 

There were changes in the audit committee during the ordinary stockholder’s meeting held on April 25, 2007; Mr. Francisco Javier R. Bours Castelo is no longer a member of the audit committee and the audit committee is now comprised of the following members: Avelino Fernández Salido (President), Humberto Schwarzbeck Noriega, Ricardo Aguirre Borboa. Mr. Ricardo Aguirre Borboa represents the controlling shareholders and has no voting rights in the audit committee.

 

B.	Compensation

 

For the year ended December 31, 2009, we paid approximately Ps. 35.2 million in aggregate compensation to our directors and executive officers, for services they rendered in their respective capacities.

 

C.	Board Practices

 

We do not have any special agreements or contracts with any member of our board. All of our board members are subject to the specific expiration dates of their current terms of office.

 

48

---

 

 

D.

Employees

 

As of December 31, 2007 2008 and 2009 we had 23,088, 23,248 and 24,065 employees, respectively.

 

In 2009, approximately 49.5% of our employees were members of labor unions.  Labor relations with our employees are governed by 58 separate collective labor agreements, each relating to a different group of employees and negotiated on behalf of each such group by a different labor union.  As is typical in Mexico, wages are renegotiated every year while other terms and conditions of employment are renegotiated every two years.  We seek to attract dependable and responsible employees to train at each of our plants and facilities.  We offer our employees attractive salary and benefit packages, including a pension and savings plan.

 

We believe that we have good relations with our employees.  We have not experienced significant work stoppages as a result of labor problems.

 

E.	Share Ownership

 

To the best of our knowledge, no individual director or manager holds Shares of the Company.  At this time, we have not developed a share options plan for our employees.

 

ITEM 7.

Major Stockholders and Related Party Transactions

 

Before September 2006, our Common Stock consisted of 450,000,000 Series B Shares and 150,000,000 Series L Shares.  Holders of Series B Shares were entitled to one vote at any general meeting of our stockholders for each Series B Share held.  Holders of Series L Shares were entitled to one vote for each Series L Share held, but only with respect to certain matters.  We had UBL Units consisting of one Series B Share and one Series L Share and B Units consisting in two Series B Shares.

 

During the extraordinary meeting held on April 26, 2006 Shareholders approved the Company’s plan to convert the Series L Shares into Series B Shares, with full voting rights, as well as the dissolution of UBL and UBB Units into their components Shares.

 

This process was completed in September 2006, and included two steps:  separating the UBL and UBB Units trading on the Mexican Exchange into their component Shares and converting the Series L Shares into Series B Shares, thereby creating a single share class, the Series B Shares.  These Shares are trading on the Mexican stock market.  The ADS which trade on the NYSE still consist of twelve underlying Shares, but they are all Series B Shares, with full voting rights.

A.	Major Shareholders

 

Control Trust

 

After the conversion of L Shares to B Shares in 2006, the Control Trust  and the Family Trust own the same number of Shares (496,500,000 Shares or 82.75% of outstanding Shares).  However, these Shares are all now Series B Shares.

 

In November 2008, the Robinson Bours family created a third trust with 102,000,000 Shares, which were taken from one of the existing trusts.  The purpose of this new trust is to serve as collateral for the Company’s loan indebtedness.  The three trusts together accounted for 496,500,000 Shares outstanding on December 31, 2008 and there has been no change in the position of each holder.

 

49

---

 

 

In the second half of 2009, the third trust was eliminated and the Shares returned to the original trust.

 

Apart from the ownership set forth above, at the end of April 2010, Fidelity Management & Research Co. owned 4.6% of our Common Stock, equal to a total of 2,300,000 ADS’s.

 

Repurchase of Shares

 

In November 1998, in accordance with rules established by the CNBV, we established a reserve in the amount of Ps. 180.0 million in nominal pesos, for the repurchase of Shares.  At the end of 2009, the Company had repurchased zero Shares.

 

During our stockholders’ meeting of April 28, 2010, we capped the share repurchase program for 2010 at a maximum amount of Ps. 273 million.  During 2010, we did not repurchase Shares.

 

The following table sets forth the estimated percentages of the Shares held in Mexico and other Countries as of April 30, 2010.

 

Year		Percentage
Mexico		85.24%
Other Countries		14.84.6%

 

As of April 30, 2010, from the 100.0% of the total Shares of the Company, we accounted for approximately 38 shareholders in the NYSE and 67 in the BMV.

 

B.	Related Party Transactions

 

It is our policy not to engage in any transaction with or for the benefit of any stockholder or member of the Board of Directors, or any entity controlled by such a person or in which such a person has a substantial economic interest, unless (i) the transaction is related to our business and (ii) the price and other terms are at least as favorable to us as those that could be obtained on an arm’s-length basis from a third party.

 

We have engaged in a variety of transactions with entities owned by members of the Robinson Bours family, all of which we believe were consistent with this policy and not material to our business and results of operations.  All of these transactions are described below.  See Note 5 to the Audited Consolidated Financial Statements.  We expect to engage in similar transactions in the future.

 

We regularly purchase vehicles and related equipment from distributors owned by various members of the Robinson Bours family.  The total amount spent on such purchases was Ps. 96 million, Ps. 157 million and Ps. 139 million for the years ended December 31, 2007, 2008 and 2009, respectively.  The distribution of vehicles and related equipment is a highly competitive aspect of business in the areas in which we operate.  We are not dependent on affiliated distributors and are able to ensure that the pricing and service we obtain from affiliated distributors are competitive with those available from other suppliers.

 

The Robinson Bours Stockholders own Taxis Aéreos del Noroeste, S.A. de C.V., an air transport company that provides transportation for members of the Board of Directors to and from meetings at our headquarters in Celaya.  We paid Ps. 3 million, Ps. 2 million and Ps. 10 million for the years ended December 31, 2007, 2008 and 209, respectively, for such transportation.

 

50

---

 

 

We purchased feed and packaging materials from enterprises owned by Robinson Bours Stockholders, the family of Enrique Robinson Bours and the family of Juan Bautista Robinson Bours.  The cost of such purchases was Ps. 193 million, Ps. 428 million and Ps. 415 million for the years ended December 31, 2007, 2008 and 2009, respectively.

 

Our accounts payable to related parties totaled Ps. 50 million and Ps. 68 million as of December 31, 2008 and 2009, respectively.  These transactions took place among companies owned by the same set of stockholders.  See Note 5 to the Audited Consolidated Financial Statements.

 

Neither we nor our subsidiaries have loaned any money to any of our directors or officers, controlling shareholders or entities controlled by these parties.

 

C.	Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8.

Financial Information

 

A.	Consolidated Statements and Other Financial Information

Our Audited Consolidated Financial Statements are included in Item 18.  The financial statements were audited by independent registered public accounting firms and are accompanied by their audit reports.

 

On August 28, 2008, we announced that the Company’s Board of Directors, as per the Audit Committee’s recommendation, approved the selection of KPMG Cárdenas Dosal, S.C. as the Company’s independent auditor, effective as of August 27, 2008.

 

The Audited Consolidated Financial Statements have been prepared in accordance with Mexican FRS, which differ in certain respects from U.S. GAAP.  Note 21 to the Audited Consolidated Financial Statements provides a description of the principal differences between Mexican FRS and U.S. GAAP as they relate to us and a reconciliation to U.S. GAAP of Consolidated stockholders’ equity, consolidated net income, a consolidated statement of stockholders’ equity and a consolidated cash flow statement under U.S. GAAP as of December 31, 2008 and 2009, and for the years ended December 31, 2007, 2008 and 2009.

 

Legal Proceedings

 

We are a party to certain legal proceedings in the ordinary course of our business.  We believe that none of these proceedings, individually or in the aggregate, is likely to have a material adverse effect on the Company’s Audited Consolidated Financial positions and consolidated results of operations.

 

Dividends Policy

 

Pursuant to Mexican law and our bylaws, the declaration, amount and payment of annual dividends are determined by a majority vote of the shareholders, generally but not necessarily on the recommendation of the Board of Directors.

 

In 2007, 2008 and 2009, we declared and paid cash dividends at nominal values of Ps. 353.9, Ps. 353.94 and Ps. 250.0 million, respectively.

 

51

---

 

Although there can be no assurance as to the amount or timing of future dividends, we expect to pay an annual dividend pro rata to holders of outstanding Shares in an amount of approximately 20.0% of the prior year’s net income.  The declaration and payment of dividends will depend on our results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board of Directors and the shareholders, including debt instruments which may limit our ability to pay dividends.