UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-11176 For the month of October, 2008. Group Simec, Inc. -------------------------------------------------------------------------------- (Translation of Registrant's Name Into English) Av. Lazaro Cardenas 601, Colonia la Nogalera, Guadalajara, Jalisco, Mexico 44440 -------------------------------------------------------------------------------- (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F |X| Form 40-F |_| Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) Yes |_| No |X| Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) Yes |_| No |X| Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes |_| No |X| (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________________.) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GRUPO SIMEC, S.A.B. de C.V. --------------------------------- (Registrant) Date: October 28, 2008. By: /s/ Luis Garcia Limon ------------------------------ Name: Luis Garcia Limon Title: Chief Executive Officer [LOGO] GRUPO SIMEC PRESS RELEASE Contact: Sergio Vigil Gonzalez Jose Flores Flores Grupo Simec, S.A.B. de C.V. Calzada Lazaro Cardenas 601 44440 Guadalajara, Jalisco, Mexico 52 55 1165 1025 52 33 3770 6734 GRUPO SIMEC ANNOUNCES RESULTS OF OPERATIONS FOR THE FIRST NINE MONTHS OF 2008 GUADALAJARA, MEXICO, October 28, 2008- Grupo Simec, S.A.B. de C.V. (AMEX:SIM) ("Simec") announced today its results of operations for the nine-month period ended September 30, 2008. Acquisition of Corporacion Aceros DM, S.A. de C.V. On February 21, 2008, we entered into an agreement to acquire 100% of the shares of Corporacion Aceros DM, S.A. de C.V. and certain of its affiliates ("Grupo San"), and on May 30, 2008 said acquisition was consummated. Grupo San is a long products steel mini-mill and the second-largest corrugated rebar producer in Mexico. Grupo San's operations are based in San Luis Potosi, Mexico. Its plants and 1,450 employees produce 600 thousand tons of finished products annually. With this acquisition, Simec and Industrias CH, S.A.B. de C.V. ("ICH") position themselves as the second-largest producer of rebar and the largest steel producer in Mexico, with a production capacity of approximately 4.5 million tons of liquid steel and 3.8 million tons of finished products. With this strategic acquisition, Simec and ICH will achieve a more diversified product mix, with 40% of sales in Mexico and 60% outside Mexico, both of which will allow them to better address the natural cycles of the steel industry on the domestic and global levels. Additionally, Simec has already identified significant synergies and economies of scale that will increase the company's operating margins. Grupo San's central location in San Luis Potosi, where Simec is not currently present, also represents a strong competitive advantage since it provides several strategic benefits mainly related to distribution, given its proximity to Mexico's main cities, sea ports, and borders. In addition, Grupo San has aggressive expansion plans in its rebar business, which ICH and Simec will support and promote to satisfy the growing demand for this product, resulting from the Mexican Government's aggressive infrastructure plan. The financial statements of Simec include the operations of Grupo San since June 1, 2008. Pursuant to Mexican Financial Reporting Standards "Bulletin B-7 Acquisitions of Business," Simec is in the process of calculating the goodwill and other intangible assets in the acquisition of Grupo San. Nine-Month Period Ended September 30, 2008 compared to Nine-Month Period Ended September 30, 2007 Net Sales Net sales increased 51% to Ps. 27,567 million in the nine-month period ended September 30, 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,586 million) compared to Ps. 18,282 million in the same period of 2007. Shipments of finished steel products increased 17% to 2 million 357 thousand tons in the nine-month period ended September 30, 2008 (including the net sales generated by the newly acquired plants of Grupo San of 144 thousand tons) compared to 2 million 18 thousand tons in the same period of 2007. Total sales outside of Mexico in the nine-month period ended September 30, 2008 increased 53% to Ps. 19,489 million (including the net sales generated by the newly acquired plants of Grupo San of Ps. 97 million) compared with Ps. 12,767 million in the same period of 2007, while total Mexican sales increased 46% from Ps. 5,515 million in the nine-month period ended September 30, 2007 to Ps. 8,078 million in the same period of 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,489 million). The increase in sales can be explained due to higher shipments during the nine-month period ended September 30, 2008, compared with the same period in 2007 (339,000 tons increase) and 29% increase in the average price of steel products. Direct Cost of Sales Direct cost of sales increased 49% from Ps. 15,063 million in the nine-month period ended September 30, 2007 to Ps. 22,469 million in the same period 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 970 million). Direct cost of sales as a percentage of net sales represented 82% in the nine-month period ended September 30, 2008 compared to 82% in the same period of 2007. The increase in the direct cost of sales is attributable mainly to an increase of 28% in the average cost of raw materials used to produce steel products in the nine-month period ended September 30, 2008 versus the same period of 2007, primarily as a result of increases in the price of scrap and certain other raw materials, as well as a 17% increase in shipments. Gross Profit Gross profit in the nine-month period ended September 30, 2008 was Ps. 5,098 million (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 616 million) compared to Ps. 3,219 million in the same period of 2007. Gross profit as a percentage of net sales in the nine-month period ended September 30, 2008 was 18% compared to 18% in the same period of 2007. This increase in gross profit was principally due to an increase of 17% in sales volume. Operating Expenses Operating expenses increased 27% to Ps. 1,358 million in the nine-month period ended September 30, 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 202 million) compared to Ps. 1,071 million in the same period of 2007 and represented 5% of net sales in the nine-month period ended September 30, 2008 and 6% of net sales in the same period of 2007. Operating Profit Operating profit increased 74% to Ps. 3,740 million in the nine-month period ended September 30, 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 414 million) compared to Ps. 2,148 million in the same period of 2007. Operating profit as a percentage of net sales was 14% in the nine-month period ended September 30, 2008 compared to 12% in the same period of 2007. The increase in the operating profit was due principally to an increase of 17% in sales volume. Comprehensive Financial Cost Comprehensive financial cost in the nine-month period ended September 30, 2008 represented an expense of Ps. 233 million compared with a gain of Ps. 208 million in the same period of 2007. Net interest income was Ps. 81 million in the nine-month period ended September 30, 2008 compared with net interest income of Ps. 218 million in the same period of 2007, reflecting the use of cash and debt for the acquisition of Grupo San. At the same time, we registered an exchange loss of Ps. 314 million in the nine-month period ended September 30, 2008 compared with an exchange loss of Ps. 2 million in the same period of 2007, reflecting a 0.7% increase in the value of the peso versus the dollar at September 30, 2008 compared to December 31, 2007. Other Expenses (Income) net The company recorded other income net of Ps. 53 million in the nine-month period ended September 30, 2008 compared to other income net of Ps. 45 million in the same period of 2007. Income Taxes Income Taxes recorded Ps. 1,209 million in the nine-month period ended September 30, 2008 compared to Ps. 740 million in the same period of 2007. Net Profit As a result of the foregoing, net profit increased by 42% to Ps. 2,351 million in the nine-month period ended September 30, 2008 from Ps. 1,661 million in the same period of 2007. Liquidity and Capital Resources At September 30, 2008, Simec's total consolidated debt consisted of U.S. $54.8 million; U.S. $30 million is a credit bank, U.S. $21.5 million is a credit from GE Capital and U.S. $302,000 of 8 7/8% medium-term notes ("MTN's") due 1998 (accrued interest at September 30, 2008 was U.S. $380,583). At December 31, 2007, Simec's total consolidated debt consisted of U.S. $302,000 of 8 7/8% medium-term notes ("MTN's") due 1998 (accrued interest at December 31, 2007 was U.S. $363,703). Net resources provided by operations were Ps. 1,407 million in the nine-month period ended September 30, 2008 versus Ps. 2,031 million of net resources provided by operations in the same period of 2007. Net resources provided by financing activities were Ps. 1,744 million in the nine-month period ended September 30, 2008 (which amount includes the capital increase of Ps. 1,169 million in July 2008) versus Ps. 2,375 million of net resources provided by financing activities in the same period of 2007 (which amount includes the capital increase of Ps. 2,420 million in February 2007). Net resources used in investing activities (to acquire property, plant and equipment, other non-current assets and liabilities) were Ps. 8,925 million in the nine-month period ended September 30, 2008 (which amount includes Ps. 8,437 million used in the acquisition of Grupo San) versus net resources used in investing activities (to acquire property, plant and equipment and other non-current assets and liabilities) of Ps. 522 million in the same period of 2007. Comparative Third Quarter 2008 vs. Second Quarter 2008 Net Sales Net sales increased 8% from Ps. 9,746 million for the second quarter 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 513 million) to Ps. 10,533 million for the third quarter 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,073 million). Sales in tons of finished steel decreased 3% to 795 thousand tons in the third quarter 2008 compared with 817 thousand tons in the second quarter 2008. The total sales outside of Mexico for the third quarter 2008 increased 8% to Ps. 7,317 million compared with Ps. 6,749 million for the second quarter 2008. Total Mexican sales increased 7% to Ps. 3,216 million in the third quarter 2008 from Ps. 2,997 million in the second quarter 2008. Prices of finished products sold in the third quarter 2008 increased approximately 11% compared to the second quarter 2008. Direct Cost of Sales Direct cost of sales increased 13% from Ps. 7,693 million in the second quarter 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 308 million) to Ps. 8,726 million for the third quarter 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 663 million). With respect to sales, in the third quarter 2008, the direct cost of sales represents 83% compared to 79% for the second quarter 2008. The average cost of raw materials used to produce steel products increased 17% in the third quarter 2008 versus the second quarter 2008, primarily as a result of increases in the price of scrap and certain other raw materials Gross Profit Gross profit for the third quarter 2008 decreased 12% to Ps. 1,807 million (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 410 million) compared to Ps. 2,053 million in the second quarter 2008 (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 205 million). The gross profit as a percentage of net sales for the third quarter 2008 was 17% compared with 21% for the second quarter 2008. The decrease in gross profit was principally due to the decrease in sales volume. Operating Expenses Operating expenses increased 30% to Ps. 564 million in the third quarter 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 149 million) compared to Ps. 434 million for the second quarter 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 53 million). Operating expenses as a percentage of net sales represented 5% during the third quarter 2008 compared to 4% in the second quarter 2008. Operating Profit Operating profit decreased 23% from Ps. 1,619 million in the second quarter 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 152 million) to Ps. 1,243 million for the third quarter 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 261 million). The operating profit as a percentage of net sales in the third quarter 2008 was 12% compared to 17% in the second quarter 2008. The decrease in operating profit was principally due to the decrease in tons shipped. Comprehensive Financial Cost Comprehensive financial cost for the third quarter 2008 represented an income of Ps. 25 million compared with an expense of Ps. 197 million for the second quarter 2008. Net interest expense was Ps. 11 million in the third quarter 2008 compared with Ps. 37 million of net interest income in the second quarter 2008. At the same time, we registered an exchange gain of Ps. 36 million in the third quarter 2008 compared with an exchange loss of Ps. 234 million in the second quarter 2008. Other Expenses (Income) net The company recorded other income net of Ps. 49 million in the third quarter 2008 compared with other expense net of Ps. 2 million for the second quarter 2008. Income Taxes Income taxes for the third quarter 2008 was an expense of Ps. 483 million compared to Ps. 495 million of expense for the second quarter 2008. Net Profit As a result of the foregoing, net profit was Ps. 834 million in the third quarter 2008 compared to Ps. 925 million of net profit in the second quarter 2008. Comparative Third Quarter 2008 vs. Third Quarter 2007 Net Sales Net sales increased 84% from Ps. 5,725 million for the third quarter 2007 compared with Ps. 10,533 million for the same period in 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,073 million). Sales in tons of finished steel increased 25% to 795 thousand tons in the third quarter 2008 compared with 635 thousand tons in the same period 2007. The total sales outside of Mexico for the third quarter 2008 increased 82% to Ps. 7,317 million compared with Ps. 4,029 million for the same period 2007. Total Mexican sales increased 90% to Ps. 3,216 million in the third quarter 2008 from Ps. 1,696 millions in the same period 2007. Prices of finished products sold in the third quarter 2008 increased approximately 47% compared to the third quarter 2007. Direct Cost of Sales Direct cost of sales increased 77% from Ps. 4,927 million in the third quarter 2007 to Ps. 8,726 million for the same period 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 663 million). With respect to sales, in the third quarter 2008, the direct cost of sales represents 83% compared to 86% for the same period 2007. The average cost of raw materials used to produce steel products increased 41% in the third quarter 2008 versus the third quarter 2007, primarily as a result of increases in the price of scrap and certain other raw materials. Gross Profit Gross profit for the third quarter 2008 increased 126% to Ps. 1,807 million (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 410 million) compared to Ps. 798 million in the same period 2007. The gross profit as a percentage of net sales for the third quarter 2008 was 17% compared with 14% for the same period 2007. The increase in gross profit was principally due to the increase in tons shipped. Operating Expenses Operating expenses increased 60% to Ps. 564 million in the third quarter 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 149 million) compared to Ps. 353 million for the same period 2007. Operating expenses as a percentage of net sales represented 5% during the third quarter 2008 compared to 6% of the same period 2007. Operating Profit Operating profit increased 179% from Ps. 445 million in the third quarter 2007 to Ps. 1,243 million for the same period 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 261 million). The operating profit as a percentage of net sales in the third quarter 2008 was 12% compared to 8% in the same period 2007. The increase in operating profit was due principally to an increase of 25% in sales volume. Comprehensive Financial Cost Comprehensive financial cost for the third quarter 2008 represented a gain of Ps. 25 million compared with a gain of Ps. 91 million for the third quarter 2007. Net interest expense was Ps. 11 million in the third quarter 2008 compared with Ps. 93 million in the third quarter 2007. At the same time, we registered an exchange gain of Ps. 36 million in the third quarter 2008 compared with an exchange gain of Ps. 29 million in the third quarter 2007. Other Expenses (Income) net The company recorded other income net of Ps. 49 million for the third quarter 2008 compared with other income net of Ps. 27 million for the same period 2007. Income Taxes Income taxes for the third quarter 2008 increased to Ps. 483 million compared to Ps. 198 million for the same period 2007. Net Profit As a result of the foregoing, net profit increased by 128% to Ps. 834 million in the third quarter 2008 from Ps. 365 million in the third quarter 2007. 2008 Nine months ended Nine months ended vs. September 30, 2008 September 30, 2007 2007 ------------------ ------------------ ---- Sales 27,567 18,282 51% Cost of Sales 22,469 15,063 49% Gross Profit 5,098 3,219 58% Operating Expenses 1,358 1,071 27% Operating Profit 3,740 2,148 74% EBITDA 4,170 2,527 65% Net Profit 2,351 1,661 42% Sales Outside Mexico 19,489 12,767 53% Sales in Mexico 8,078 5,515 46% Total Sales (tons) 2,357 2,018 17% 3Q08 vs. 3Q08 vs. (Millions of pesos) 3Q08 2Q08 3Q07 2Q08 3Q07 ------------------------ ------ ----- ----- -------- -------- Sales 10,533 9,746 5,725 8% 84% Cost of Sales 8,726 7,693 4,927 13% 77% Gross Profit 1,807 2,053 798 (12%) 126% Operating Expenses 564 434 353 30% 60% Operating Profit 1,243 1,619 445 (23%) 179% EBITDA 1,407 1,755 569 (20%) 147% Net Profit 834 925 365 (10%) 128% Sales Outside Mexico 7,317 6,749 4,029 8% 82% Sales in Mexico 3,216 2,997 1,696 7% 90% Total Sales (tons) 795 817 635 (3%) 25% Thousands of Millions of Average price Thousands of Millions of Average price tons nine pesos nine per ton nine tons nine pesos nine per ton nine months ended months ended months ended months ended months ended months ended September September September 30, September September 30, September 30, Product 30,2008 30, 2008 2008 30, 2007 2007 2007 ------------ ------------ ------------ ------------ ------------ ------------ SBQ 1,699 20,731 12,202 1,449 13,895 9,589 Light Structural 142 1,448 10,197 217 1,705 7,857 Structural 150 1,608 10,720 171 1,395 8,158 Rebar 321 3,198 9,963 180 1,247 6,928 Others 45 582 -- 1 401 -- Total 2,357 27,567 11,696 2,018 18,282 9,059 Thousands Millions Average Thousands Millions Average Thousands Millions Average of tons of pesos price per of tons of pesos price per of tons of pesos price per Product 3Q08 3Q08 ton 3Q08 2Q08 2Q08 ton 2Q08 3Q07 3Q07 ton 3Q07 ------- --------- -------- --------- --------- -------- --------- --------- -------- --------- SBQ 555 7,858 14,159 579 7,124 12,304 467 4,429 9,484 Light Structural 41 482 11,756 47 512 10,894 60 487 8,117 Structural 40 488 12,200 55 616 11,200 50 400 8,000 Rebar 127 1,324 10,425 124 1,325 10,685 58 388 6,690 Others 32 381 -- 12 169 -- -- 21 -- Total 795 10,533 13,249 817 9,746 11,929 635 5,725 9,016 Any forward-looking information contained herein is inherently subject to various risks, uncertainties and assumptions, which, if incorrect, may cause actual results to vary materially from those anticipated, expected or estimated. The company assumes no obligation to update any forward-looking information contained herein. MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSOLIDATED FINANCIAL STATEMENT AT SEPTEMBER 30 OF 2008 AND 2007 (thousands of Mexican pesos) REF S CONCEPTS CURRENT YEAR PREVIOUS YEAR ----- -------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- s01 TOTAL ASSETS 30,807,410 100 22,903,979 100 s02 CURRENT ASSETS 14,099,087 46 14,489,655 63 s03 CASH AND SHORT-TERM INVESTMENTS 621,529 2 6,088,499 27 s04 ACCOUNTS AND NOTES RECEIVABLE (NET) 4,276,608 14 2,654,961 12 s05 OTHER ACCOUNTS AND NOTES RECEIVABLE 712,722 2 291,208 1 s06 INVENTORIES 8,281,058 27 5,359,832 23 s07 OTHER CURRENT ASSETS 207,170 1 95,155 0 s08 LONG-TERM 0 0 0 0 s09 ACCOUNTS AND NOTES RECEIVABLE (NET) 0 0 0 0 s10 INVESTMENT IN SHARES OF NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 0 0 0 0 s11 OTHER INVESTMENTS 0 0 0 0 s12 PROPERTY, PLANT AND EQUIPMENT (NET) 9,505,835 31 7,911,487 35 s13 LAND AND BUILDINGS 3,337,012 11 2,604,325 11 s14 MACHINERY AND INDUSTRIAL EQUIPMENT 12,073,769 39 8,733,980 38 s15 OTHER EQUIPMENT 231,790 1 108,813 0 s16 ACCUMULATED DEPRECIATION 6,563,790 21 3,746,132 16 s17 CONSTRUCTION IN PROGRESS 427,054 1 210,501 1 s18 OTHER INTANGIBLE ASSETS AND DEFERRED ASSETS (NET) 7,105,029 23 415,623 2 s19 OTHER ASSETS 97,459 0 87,214 0 s20 TOTAL LIABILITIES 10,114,717 100 5,744,681 100 s21 CURRENT LIABILITIES 6,212,902 61 3,162,041 55 s22 SUPPLIERS 4,214,351 42 2,301,842 40 s23 BANK LOANS 555,783 5 0 0 s24 STOCK MARKET LOANS 3,226 0 3,344 0 s103 OTHER LOANS WITH COST 0 0 0 0 s25 TAXES PAYABLE 397,003 4 29,583 1 s26 OTHER CURRENT LIABILITIES WITHOUT COST 1,042,539 10 827,272 14 s27 LONG-TERM LIABILITIES 0 0 0 0 s28 BANK LOANS 0 0 0 0 s29 STOCK MARKET LOANS 0 0 0 0 s30 OTHER LOANS WITH COST 0 0 0 0 s31 DEFERRED LIABILITIES 0 0 0 0 s32 OTHER NON-CURRENT LIABILITIES WITHOUT COST 3,901,815 39 2,582,640 45 s33 CONSOLIDATED STOCKHOLDERS' EQUITY 20,692,693 100 17,159,298 100 s34 MINORITY INTEREST 3,010,295 14 2,459,663 14 s35 MAJORITY INTEREST 17,682,398 85 14,699,635 86 s36 CONTRIBUTED CAPITAL 8,350,900 40 7,181,744 42 S79 CAPITAL STOCK 4,142,696 20 4,030,427 23 s39 PREMIUM ON ISSUANCE OF SHARES 4,208,204 20 3,151,317 18 s40 CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES 0 0 0 0 s41 EARNED CAPITAL 9,331,498 45 7,517,891 44 s42 RETAINED EARNINGS AND CAPITAL RESERVES 10,423,069 50 8,445,774 49 s44 OTHER ACCUMULATED COMPREHENSIVE RESULT (1,091,571) (5) (927,883) (5) s80 SHARES REPURCHASED 0 0 0 0 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSOLIDATED FINANCIAL STATEMENT BREAKDOWN OF MAIN CONCEPTS (thousands of Mexican pesos) REF S CONCEPTS CURRENT YEAR PREVIOUS YEAR ----- -------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- s03 CASH AND SHORT-TERM INVESTMENTS 621,529 100 6,088,499 100 s46 CASH 520,535 84 327,317 5 s47 SHORT-TERM INVESTMENTS 100,994 16 5,761,182 95 s07 OTHER CURRENT ASSETS 207,170 100 95,155 100 s81 DERIVATIVE FINANCIAL INSTRUMENTS 0 0 0 0 s82 DISCONTINUED OPERATIONS 0 0 0 0 s83 OTHER 207,170 100 95,155 100 s18 OTHER INTANGIBLE ASSETS AND DEFERRED ASSETS (NET) 7,105,029 100 415,623 100 s48 DEFERRED EXPENSES 275,915 4 312,571 75 s49 GOODWILL 6,767,670 95 40,072 10 s51 OTHER 61,444 1 62,980 15 s19 OTHER ASSETS 97,459 100 87,214 100 s84 INTANGIBLE ASSET FROM LABOR OBLIGATIONS 0 0 0 0 s85 DERIVATIVE FINANCIAL INSTRUMENTS 0 0 0 0 s50 DEFERRED TAXES 0 0 0 0 s86 DISCONTINUED OPERATIONS 0 0 0 0 s87 OTHER 97,459 100 87,214 100 s21 CURRENT LIABILITIES 6,212,902 100 3,162,041 100 s52 FOREIGN CURRENCY LIABILITIES 4,440,801 71 2,332,086 74 s53 MEXICAN PESOS LIABILITIES 1,772,101 29 829,955 26 s26 OTHER CURRENT LIABILITIES WITHOUT COST 1,042,539 100 827,272 100 s88 DERIVATIVE FINANCIAL INSTRUMENTS 112,499 11 0 0 s89 INTEREST LIABILITIES 4,107 0 3,955 0 s68 PROVISIONS 0 0 0 0 s90 DISCONTINUED OPERATIONS 0 0 0 0 s58 OTHER CURRENT LIABILITIES 925,933 89 823,317 100 s27 LONG-TERM LIABILITIES 0 0 0 0 s59 FOREIGN CURRENCY LIABILITIES 0 0 0 0 s60 MEXICAN PESOS LIABILITIES 0 0 0 0 s31 DEFERRED LIABILITIES 0 0 0 0 s65 NEGATIVE GOODWILL 0 0 0 0 s67 OTHER 0 0 0 0 s32 OTHER NON CURRENT LIABILITIES WITHOUT COST 3,901,815 100 2,582,640 100 s66 DEFERRED TAXES 3,732,267 96 2,534,115 98 s91 OTHER LIABILITIES IN RESPECT OF SOCIAL INSURANCE 111,948 3 17,135 1 s92 DISCONTINUED OPERATIONS 0 0 0 0 s69 OTHER LIABILITIES 57,600 1 31,390 1 s79 CAPITAL STOCK 4,142,696 100 4,030,427 100 s37 CAPITAL STOCK (NOMINAL) 2,420,230 58 2,307,961 57 s69 RESTATEMENT OF CAPITAL STOCK 1,722,466 42 1,722,466 43 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSOLIDATED FINANCIAL STATEMENT BREAKDOWN OF MAIN CONCEPTS (thousands of Mexican pesos) REF S CONCEPTS CURRENT YEAR PREVIOUS YEAR ----- -------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- s42 RETAINED EARNINGS AND CAPITAL RESERVES 10,423,069 100 8,445,774 100 s93 LEGAL RESERVE 0 0 0 0 s43 RESERVE FOR REPURCHASE OF SHARES 200,612 2 200,612 2 s94 OTHER RESERVES 0 0 0 0 s95 RETAINED EARNINGS 8,481,722 81 6,820,510 81 s45 NET INCOME FOR THE YEAR 1,740,735 17 1,424,652 17 s44 OTHER ACCUMULATED COMPREHENSIVE RESULT (1,091,571) 100 (927,883) 100 s70 ACCUMULATED MONETARY RESULT 0 0 0 0 s71 RESULT FROM HOLDING NON-MONETARY ASSETS 0 0 102,023 (11) s96 CUMULATIVE RESULT FROM FOREIGN CURRENCY TRANSLATION (45,040) 4 (54,936) 6 s97 CUMULATIVE RESULT FROM DERIVATIVE FINANCIAL INSTRUMENTS (76,018) 7 (4,457) 0 s98 CUMULATIVE EFFECT OF DEFERRED INCOME TAXES (970,513) 89 (970,513) 105 s99 LABOR OBLIGATION ADJUSTMENT 0 0 0 0 s100 OTHER 0 0 0 0 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. BALANCE SHEETS OTHER CONCEPTS (thousands of Mexican pesos) REF S CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- S72 WORKING CAPITAL 7,886,185 11,327,614 S73 PENSIONS FUND AND SENIORITY PREMIUMS 103,501 0 S74 EXECUTIVES (*) 60 47 S75 EMPLOYERS (*) 2,070 1,178 S76 WORKERS (*) 3,820 3,187 S77 COMMON SHARES (*) 497,709,214 474,621,611 S78 REPURCHASED SHARES (*) 0 0 S101 RESTRICTED CASH 0 0 S102 NET DEBT OF NON CONSOLIDATED COMPANIES 0 0 (*) THESE ITEMS SHOULD BE EXPRESSED IN UNITS MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATEMENTS OF INCOME FROM JANUARY 1 TO SEPTEMBER 30 OF 2008 AND 2007 (thousands of Mexican pesos) REF R CATEGORIES CURRENT YEAR PREVIOUS YEAR ----- ---------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- r01 NET SALES 27,567,332 100 18,281,743 100 r02 COST OF SALES 22,469,467 82 15,063,076 82 r03 GROSS PROFIT 5,097,865 18 3,218,667 18 r04 OPERATING EXPENSES 1,357,534 5 1,071,135 6 r05 OPERATING INCOME 3,740,331 14 2,147,532 12 r08 OTHER INCOME AND (EXPENSE), NET 52,951 0 45,660 0 r06 COMPREHENSIVE FINANCING RESULT (233,514) 0 207,820 1 r12 EQUITY IN NET INCOME OF NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 0 0 0 0 r48 NON ORDINARY ITEMS 0 0 0 0 r09 INCOME BEFORE INCOME TAXES 3,559,768 13 2,401,012 13 r10 INCOME TAXES 1,208,615 4 740,233 4 r11 INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS 2,351,153 9 1,660,779 9 r14 DISCONTINUED OPERATIONS 0 0 0 0 r18 NET CONSOLIDATED INCOME 2,351,153 9 1,660,779 9 r19 NET INCOME OF MINORITY INTEREST 610,418 2 236,127 1 r20 NET INCOME OF MAJORITY INTEREST 1,740,735 6 1,424,652 8 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATEMENTS OF INCOME BREAKDOWN OF MAIN CONCEPTS (thousands of Mexican pesos) REF R CONCEPTS CURRENT YEAR PREVIOUS YEAR ----- -------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- r01 NET SALES 27,567,332 100 18,281,743 100 r21 DOMESTIC 8,078,531 29 5,515,306 30 r22 FOREIGN 19,488,801 71 12,766,437 70 r23 TRANSLATED INTO DOLLARS (***) 1,859,864 1,143,986 r08 OTHER INCOME AND (EXPENSE), NET 52,951 100 45,660 100 r49 OTHER INCOME AND (EXPENSE), NET 61,641 116 45,660 100 r34 EMPLOYEES' PROFIT SHARING EXPENSES 8,690 16 0 0 r35 DEFERRED EMPLOYEES' PROFIT SHARING 0 0 0 0 r06 COMPREHENSIVE FINANCING RESULT (233,514) 100 207,820 100 r24 INTEREST EXPENSE 29,218 (13) 19,465 9 r42 GAIN (LOSS) ON RESTATEMENT OF UDI'S 0 0 0 0 r45 OTHER FINANCE COSTS 0 0 0 0 r26 INTEREST INCOME 110,125 (47) 237,309 114 r46 OTHER FINANCIAL PRODUCTS 0 0 0 0 r25 FOREIGN EXCHANGE GAIN (LOSS), NET (314,421) 135 (2,414) (1) r28 RESULT FROM MONETARY POSITION 0 0 (7,610) (4) r10 INCOME TAXES 1,208,615 100 740,233 100 r32 INCOME TAX 437,736 36 269,763 36 r33 DEFERRED INCOME TAX 770,879 64 470,470 64 (***) THOUSANDS OF DOLLARS MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATEMENTS OF INCOME OTHER CONCEPTS (thousands of Mexican pesos) REF R CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- r36 TOTAL SALES 27,900,486 18,531,117 r37 TAX RESULT FOR THE YEAR 0 0 r38 NET SALES (**) 33,391,683 23,181,135 r39 OPERATION INCOME (**) 3,776,816 2,624,836 r40 NET INCOME OF MAJORITY INTEREST (**) 1,845,140 1,657,619 r41 NET CONSOLIDATED INCOME (**) 2,315,149 1,847,690 r47 OPERATIVE DEPRECIATION AND AMORTIZATION 430,097 379,376 (**) RESTATED INFORMATION FOR THE LAST TWELVE MONTHS MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. QUARTERLY STATEMENTS OF INCOME FROM JULY 1 TO SEPTEMBER 30 OF 2008 AND 2007 (thousands of Mexican pesos) REF R CATEGORIES CURRENT YEAR PREVIOUS YEAR ----- ---------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- r01 NET SALES 10,532,672 100 5,724,861 100 r02 COST OF SALES 8,725,802 83 4,927,139 86 r03 GROSS PROFIT 1,806,870 17 797,722 14 r04 OPERATING EXPENSES 563,612 5 353,397 6 r05 OPERATING INCOME 1,243,258 12 444,325 8 r08 OTHER INCOME AND (EXPENSE), NET 48,981 0 27,444 0 r06 COMPREHENSIVE FINANCING RESULT 24,944 0 91,254 2 r12 EQUITY IN NET INCOME OF NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 0 0 0 0 r48 NON ORDINARY ITEMS 0 0 0 0 r09 INCOME BEFORE INCOME TAXES 1,317,183 13 563,023 10 r10 INCOME TAXES 483,004 5 198,013 3 r11 INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS 834,179 8 365,010 6 r14 DISCONTINUED OPERATIONS 0 0 0 0 r18 NET CONSOLIDATED INCOME 834,179 8 365,010 6 r19 NET INCOME OF MINORITY INTEREST 218,301 2 15,921 0 r20 NET INCOME OF MAJORITY INTEREST 615,878 6 349,089 6 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. QUARTERLY STATEMENTS OF INCOME BREAKDOWN OF MAIN CONCEPTS (thousands of Mexican pesos) REF R CONCEPTS CURRENT YEAR PREVIOUS YEAR ----- -------- -------------------------- ----------------------- AMOUNT % AMOUNT % ---------- --- ---------- --- rt01 NET SALES 10,532,672 100 5,724,861 100 rt21 DOMESTIC 3,216,177 31 1,695,587 30 rt22 FOREIGN 7,316,495 69 4,029,274 70 rt23 TRANSLATED INTO DOLLARS (***) 707,023 372,989 rt08 OTHER INCOME AND (EXPENSE), NET 48,981 100 27,444 100 rt49 OTHER INCOME AND (EXPENSE), NET 46,956 96 27,444 100 rt34 EMPLOYEES' PROFIT SHARING EXPENSES (2,025) (4) 0 0 rt35 DEFERRED EMPLOYEES' PROFIT SHARING 0 0 0 0 rt06 COMPREHENSIVE FINANCING RESULT 24,944 100 91,254 100 rt24 INTEREST EXPENSE 14,938 60 5,859 6 rt42 GAIN (LOSS) ON RESTATEMENT OF UDI'S 0 0 0 0 rt45 OTHER FINANCE COSTS 0 0 0 0 rt26 INTEREST INCOME 3,516 14 99,329 109 rt46 OTHER FINANCIAL PRODUCTS 0 0 0 0 rt25 FOREIGN EXCHANGE GAIN (LOSS), NET 36,366 146 28,955 32 rt28 RESULT FROM MONETARY POSITION 0 0 (31,171) (34) rt10 INCOME TAXES 483,004 100 198,013 100 rt32 INCOME TAX 54,460 11 (46,333) (23) rt33 DEFERRED INCOME TAX 428,544 89 244,346 123 (***) THOUSANDS OF DOLLARS MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. QUARTERLY STATEMENTS OF INCOME OTHER CONCEPTS (thousands of Mexican pesos) REF RT CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- rt47 OPERATIVE DEPRECIATION AND ACCUMULATED IMPAIRMENT LOSSES 163,935 124,861 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATEMENTS OF CHANGES IN FINANCIAL POSITION FROM JANUARY 1 TO SEPTEMBER 30 OF 2008 AND 2007 (thousands of pesos) REF C CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- c01 CONSOLIDATED NET INCOME 2,351,153 1,660,779 c02 + (-) ITEMS ADDED TO INCOME WHICH DO NOT REQUIRE CASH 1,650,976 849,846 c03 RESOURCES FROM NET INCOME FOR THE YEAR 4,002,129 2,510,625 c04 RESOURCES PROVIDED OR USED IN OPERATION (2,595,144) (479,494) c05 RESOURCES PROVIDED BY (USED FOR) OPERATING ACTIVITIES 1,406,985 2,031,131 c06 RESOURCES PROVIDED BY (USED FOR) EXTERNAL FINANCING ACTIVITIES 574,690 (44,769) c07 RESOURCES PROVIDED BY (USED FOR) INTERNAL FINANCING ACTIVITIES 1,169,156 2,420,163 c08 RESOURCES PROVIDED BY (USED FOR) INTERNAL FINANCING ACTIVITIES 1,743,846 2,375,394 c09 RESOURCES PROVIDED BY (USED FOR) INVESTMENT ACTIVITIES (8,925,457) (522,058) c10 NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS (5,774,626) 3,884,467 c11 CASH AND SHORT-TERM INVESTMENTS AT THE BEGINNING OF PERIOD 6,396,155 2,204,032 c12 CASH AND SHORT TERM INVESTMENTS AT THE END OF PERIOD 621,529 6,088,499 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATEMENTS OF CHANGES IN FINANCIAL POSITION BREAKDOWN OF MAIN CONCEPTS (thousands of pesos) REF C CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- c02 + (-) ITEMS ADDED TO INCOME WHICH DO NOT REQUIRE CASH 1,650,976 849,846 c13 DEPRECIATION AND AMORTIZATION FOR THE YEAR 430,097 379,376 c41 + (-) OTHER ITEMS 1,220,879 470,470 c04 RESOURCES PROVIDED OR USED IN OPERATION (2,595,144) (479,494) c18 + (-) DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE (1,402,864) (411,553) c19 + (-) DECREASE (INCREASE) IN INVENTORIES (3,053,291) (307,364) c20 + (-) DECREASE (INCREASE) IN OTHER ACCOUNTS RECEIVABLE (12,484) (15,161) c21 + (-) INCREASE (DECREASE) IN SUPPLIERS 1,864,394 452,972 c22 + (-) INCREASE (DECREASE) IN OTHER LIABILITIES 9,101 (198,388) c06 RESOURCES PROVIDED BY (USED FOR) EXTERNAL FINANCING ACTIVITIES 574,690 (44,769) c23 + BANK FINANCING 1,483,366 0 c24 + STOCK MARKET FINANCING (56) (62) c25 + DIVIDEND RECEIVED 0 0 c26 OTHER FINANCING 0 0 c27 BANK FINANCING AMORTIZATION (927,583) 0 c28 (-) STOCK MARKET FINANCING AMORTIZATION 0 0 c29 (-) OTHER FINANCING AMORTIZATION 0 0 c42 + (-) OTHER ITEMS 18,963 (44,707) C07 RESOURCES PROVIDED BY (USED FOR) INTERNAL FINANCING ACTIVITIES 1,169,156 2,420,163 c30 + (-) INCREASE (DECREASE) IN CAPITAL STOCK 112,269 267,163 c31 (-) DIVIDENDS PAID 0 0 c32 + PREMIUM ON ISSUANCE OF SHARES 1,056,887 2,153,000 c33 + CONTRIBUTION FOR FUTURE CAPITAL INCREASES 0 0 c43 + (-) OTHER ITEMS 0 0 c09 RESOURCES PROVIDED BY (USED FOR) INVESTMENT ACTIVITIES (8,925,457) (522,058) c34 + (-) DECREASE (INCREASE) IN PERMANENT INVESTMENTS (8,470,226) 0 c35 (-) ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT (377,014) (466,267) c36 (-) INCREASE IN CONSTRUCTION PROGRESS 0 0 c37 + SALE OF OTHER PERMANENT INVESTMENTS 0 0 c38 + SALE OF TANGIBLE FIXED ASSETS 0 0 c39 + (-) OTHER ITEMS (78,217) (55,791) MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATE OF CASH FLOW (INDIRECT METHOD) FROM JANUARY 1 TO SEPTEMBER 30 OF 2008 AND 2007 (thousands of pesos) REF C CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- ACTIVITIES OF OPERATION e01 INCOME (LOSS) BEFORE INCOME TAXES 3,559,768 2,401,012 e02 + (-) ITEMS NOT REQUIRING CASH 450,000 0 e03 + (-) ITEMS RELATED TO INVESTING ACTIVITIES 319,972 142,067 e04 + (-) ITEMS RELATED TO FINANCING ACTIVITIES 29,218 19,465 e05 CASH FLOW BEFORE INCOME TAX 4,358,958 2,562,544 e06 CASH FLOW PROVIDED OR USED IN OPERATION (3,032,880) (749,257) e07 CASH FLOW PROVIDED OF OPERATING ACTIVITIES 1,326,078 1,813,287 INVESTMENT ACTIVITIES e08 NET CASH FLOW FROM INVESTING ACTIVITIES (8,802,003) (284,749) e09 CASH FLOW AFTER INVESTING ACTIVITIES (7,475,925) 1,528,538 FINANCING ACTIVITIES e10 NET CASH FROM FINANCING ACTIVITIES 1,714,628 2,355,929 e11 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,761,297) 3,884,467 e12 TRANSLATION DIFFERENCES IN CASH AND CASH EQUIVALENTS (13,329) 0 e13 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 6,396,155 2,204,032 e14 CASH AND CASH EQUIVALENTS AT THE END OF PERIOD 621,529 6,088,499 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. STATE OF CASH FLOW (INDIRECT METHOD) BREAKDOWN OF MAIN CONCEPTS (thousands of pesos) REF C CONCEPTS CURRENT YEAR PREVIOUS YEAR --- -------- ------------ ------------- AMOUNT AMOUNT ------------ ------------- e02 + (-) ITEMS NOT REQUIRING CASH 450,000 0 e15 + ESTIMATES FOR THE PERIOD 0 0 e16 + PROVISIONS FOR THE PERIOD 450,000 0 e17 + (-) OTHER UNREALIZED ITEMS 0 0 e03 + (-) ITEMS RELATED TO INVESTING ACTIVITIES 319,972 142,067 e18 + DEPRECIATION AND AMORTIZATION FOR THE PERIOD 430,097 379,376 e19 (-) + GAIN OR LOSS ON SALE PROPERTY, PLANT AND EQUIPMENT 0 0 e20 + IMPAIRMENT LOSS 0 0 e21 (-) + EQUITY IN RESULTS OF ASSOCIATES AND JOINT VENTURES 0 0 e22 (-) DIVIDENDS RECEIVED 0 0 e23 (-) INTEREST INCOME (110,125) (237,309) e24 (-) + OTHER ITEMS 0 0 e04 + (-) ITEMS RELATED TO FINANCING ACTIVITIES 29,218 19,465 e25 + ACCRUED INTEREST 29,218 19,465 e26 + (-) OTHER ITEMS 0 0 e06 CASH FLOW PROVIDED OR USED IN OPERATION (3,032,880) (749,257) e27 + (-) DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE (1,402,864) (411,553) e28 + (-) DECREASE (INCREASE) IN INVENTORIES (3,053,291) (307,364) e29 + (-)DECREASE (INCREASE) IN OTHER ACCOUNT RECEIVABLES (12,484) (15,161) e30 + (-) INCREASE DECREASE IN SUPPLIERS 1,864,394 452,972 e31 + (-)INCREASE DECREASE IN OTHER LIABILITIES (174,105) (198,388) e32 + (-) INCOME TAXES PAID OR RETURNED (254,530) (269,763) e08 NET CASH FLOW FROM INVESTING ACTIVITIES (8,802,003) (284,749) e33 (-) PERMANENT INVESTMENT IN SHARES (8,470,226) 0 e34 + DISPOSITION OF PERMANENT INVESTMENT IN SHARES 0 0 e35 (-) INVESTMENT IN PROPERTY PLANT AND EQUIPMENT (377,014) (466,267) e36 + SALE OF PROPERTY PLANT AND EQUIPMENT 0 0 e37 (-) INVESTMENT IN INTANGIBLE ASSETS 0 0 e38 + DISPOSITION OF INTANGIBLE ASSETS 0 0 e39 + OTHER PERMANENT INVESTMENTS 0 0 e40 + DISPOSITION OF OTHER PERMANENT INVESTMENTS 0 0 e41 + DIVIDEND RECEIVED 0 0 e42 + INTEREST RECEIVED 110,125 237,309 e43 + (-) DECREASE (INCREASE) ADVANCES AND LOANS TO THIRD PARTS 0 0 e44 + (-) OTHER ITEMS (64,888) (55,791) e10 NET CASH FROM FINANCING ACTIVITIES 1,714,628 2,355,929 e45 + BANK FINANCING 1,483,366 0 e46 + STOCK MARKET FINANCING (56) (62) e47 + OTHER FINANCING 0 0 e48 (-) BANK FINANCING AMORTIZATION (927,583) 0 e49 (-) STOCK MARKET FINANCING AMORTIZATION 0 0 e50 (-) OTHER FINANCING AMORTIZATION 0 0 e51 + (-) INCREASE (DECREASE ) IN CAPITAL STOCK 112,269 267,163 e52 (-) DIVIDENDS PAID 0 0 e53 + PREMIUM ON ISSUANCE OF SHARES 1,056,887 2,153,000 e54 + CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES 0 0 e55 (-) INTEREST EXPENSE (29,218) (19,465) e56 (-) REPURCHASE OF SHARES 0 0 e57 + (-) OTHER ITEMS 18,963 (44,707) MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. DATE PER SHARE CONSOLIDATED REF QUARTER OF PRESENT QUARTER OF PREVIOUS D CATEGORIES FINANCIAL YEAR FINANCIAL YEAR --- ---------- ------------------ ------------------- d01 BASIC PROFIT PER ORDINARY SHARE (**) $ 3.85 $ 3.64 d02 BASIC PROFIT PER PREFERRED SHARE (**) $ 0.00 $ 0.00 d03 DILUTED PROFIT PER ORDINARY SHARE (**) $ 0.00 $ 0.00 d04 EARNINGS (LOSS) BEFORE DISCONTINUED OPERATIONS PER COMMON SHARE (**) $ 3.85 $ 3.64 d05 DISCONTINUED OPERATIONS EFFECT ON EARNING (LOSS) PER SHARE (**) $ 0.00 $ 0.00 d08 CARRYING VALUE PER SHARE $35.68 $30.97 d09 CASH DIVIDEND ACCUMULATED PER SHARE $ 0.00 $ 0.00 d10 DIVIDEND IN SHARES PER SHARE 0.00 shares 0.00 shares d11 MARKET PRICE TO CARRYING VALUE 0.90 times 1.24 times d12 MARKET PRICE TO BASIC PROFIT PER ORDINARY SHARE 8.32 times 10.54 times d13 MARKET PRICE TO BASIC PROFIT PER PREFERENT SHARE (**) 0.00 times 0.00 times (**) TO CALCULATE THE DATE PER SHARE USE THE NET INCOME FOR THE LAST TWELVE MONTHS. MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. RATIOS CONSOLIDATED REF QUARTER OF PRESENT QUARTER OF PREVIOUS P CATEGORIES FINANCIAL YEAR FINANCIAL YEAR --- ---------- ------------------ ------------------- YIELD p01 NET INCOME TO NET SALES 8.53% 9.08% p02 NET INCOME TO STOCKHOLDERS' EQUITY (**) 11.19% 10.77% p03 NET INCOME TO TOTAL ASSETS (**) 7.51% 8.07% p04 CASH DIVIDENDS TO PREVIOUS YEAR NET INCOME 0.00% 0.00% p05 INCOME DUE TO MONETARY POSITION TO NET INCOME 0.00% (0.46%) ACTIVITY p06 NET SALES TO NET ASSETS (**) 1.08 times 1.01 times p07 NET SALES TO FIXED ASSETS (**) 3.51 times 2.93 times p08 INVENTORIES TURNOVER (**) 3.37 times 3.94 times p09 ACCOUNTS RECEIVABLE IN DAYS OF SALES 36 days 34 days p10 PAID INTEREST TO TOTAL LIABILITIES WITH COST (**) 6.14% 15.72% LEVERAGE p11 TOTAL LIABILITIES TO TOTAL ASSETS 32.83% 25.08% p12 TOTAL LIABILITIES TO STOCKHOLDERS' EQUITY 0.49 times 0.33 times p13 FOREIGN CURRENCY LIABILITIES TO TOTAL LIABILITIES 43.90% 40.60% p14 LONG-TERM LIABILITIES TO FIXED ASSETS 0.00% 0.00% p15 OPERATING INCOME TO INTEREST PAID 128.01 times 110.33 times p16 NET SALES TO TOTAL LIABILITIES (**) 3.30 times 4.04 times LIQUIDITY p17 CURRENT ASSETS TO CURRENT LIABILITIES 2.27 times 4.58 times p18 CURRENT ASSETS LESS INVENTORY TO CURRENT LIABILITIES 0.94 times 2.89 times p19 CURRENT ASSETS TO TOTAL LIABILITIES 1.39 times 2.52 times p20 AVAILABLE ASSETS TO CURRENT LIABILITIES 10.00% 192.55% (**) IN THESE RATIOS FOR THE DATA TAKE INTO CONSIDERATION THE LAST TWELVE MONTHS MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 2 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. DIRECTOR REPORT CONSOLIDATED Acquisition of Corporacion Aceros DM, S.A. de C.V. On February 21, 2008, we entered into an agreement to acquire 100% of the shares of Corporacion Aceros DM, S.A. de C.V. and certain of its affiliates ("Grupo San"), and on May 30, 2008 said acquisition was consummated. Grupo San is a long products steel mini-mill and the second-largest corrugated rebar producer in Mexico. Grupo San's operations are based in San Luis Potosi, Mexico. Its plants and 1,450 employees produce 600 thousand tons of finished products annually. With this acquisition, Simec and Industrias CH, S.A.B. de C.V. ("ICH") position themselves as the second-largest producer of rebar and the largest steel producer in Mexico, with a production capacity of approximately 4.5 million tons of liquid steel and 3.8 million tons of finished products. With this strategic acquisition, Simec and ICH will achieve a more diversified product mix, with 40% of sales in Mexico and 60% outside Mexico, both of which will allow them to better address the natural cycles of the steel industry on the domestic and global levels. Additionally, Simec has already identified significant synergies and economies of scale that will increase the company's operating margins. Grupo San's central location in San Luis Potosi, where Simec is not currently present, also represents a strong competitive advantage since it provides several strategic benefits mainly related to distribution, given its proximity to Mexico's main cities, sea ports, and borders. In addition, Grupo San has aggressive expansion plans in its rebar business, which ICH and Simec will support and promote to satisfy the growing demand for this product, resulting from the Mexican Government's aggressive infrastructure plan. The financial statements of Simec include the operations of Grupo San since June 1, 2008. Pursuant to Mexican Financial Reporting Standards "Bulletin B-7 Acquisitions of Business," Simec is in the process of calculating the goodwill and other intangible assets in the acquisition of Grupo San. Nine-Month Period Ended September 30, 2008 compared to Nine-Month Period Ended September 30, 2007 Net Sales Net sales increased 51% to Ps. 27,567 million in the nine-month period ended September 30, 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,586 million) compared to Ps. 18,282 million in the same period of 2007. Shipments of finished steel products increased 17% to 2 million 357 thousand tons in the nine-month period ended September 30, 2008 (including the net sales generated by the newly acquired plants of Grupo San of 144 thousand tons) compared to 2 million 18 thousand tons in the same period of 2007. Total sales outside of Mexico in the nine-month period ended September 30, 2008 increased 53% to Ps. 19,489 million (including the net sales generated by the newly acquired plants of Grupo San of Ps. 97 million) compared with Ps. 12,767 million in the same period of 2007, while total Mexican sales increased 46% from Ps. 5,515 million in the nine-month period ended September 30, 2007 to Ps. 8,078 million in the same period of 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,489 million). The increase in sales can be explained due to higher shipments during the nine-month period ended September 30, 2008, compared with the same period in 2007 (339,000 tons increase) and 29% increase in the average price of steel products. Direct Cost of Sales Direct cost of sales increased 49% from Ps. 15,063 million in the nine-month period ended September 30, 2007 to Ps. 22,469 million in the same period 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 970 million). Direct cost of sales as a percentage of net sales represented 82% in the nine-month period ended September 30, 2008 compared to 82% in the same period of 2007. The increase in the direct cost of sales is attributable mainly to an increase of 28% in the average cost of raw materials used to produce steel products in the nine-month period ended September 30, 2008 versus the same period of 2007, primarily as a result of increases in the price of scrap and certain other raw materials, as well as a 17% increase in shipments. Gross Profit Gross profit in the nine-month period ended September 30, 2008 was Ps. 5,098 million (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 616 million) compared to Ps. 3,219 million in the same period of 2007. Gross profit as a percentage of net sales in the nine-month period ended September 30, 2008 was 18% compared to 18% in the same period of 2007. This increase in gross profit was principally due to an increase of 17% in sales volume. Operating Expenses Operating expenses increased 27% to Ps. 1,358 million in the nine-month period ended September 30, 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 202 million) compared to Ps. 1,071 million in the same period of 2007 and represented 5% of net sales in the nine-month period ended September 30, 2008 and 6% of net sales in the same period of 2007. Operating Profit Operating profit increased 74% to Ps. 3,740 million in the nine-month period ended September 30, 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 414 million) compared to Ps. 2,148 million in the same period of 2007. Operating profit as a percentage of net sales was 14% in the nine-month period ended September 30, 2008 compared to 12% in the same period of 2007. The increase in the operating profit was due principally to an increase of 17% in sales volume. Comprehensive Financial Cost Comprehensive financial cost in the nine-month period ended September 30, 2008 represented an expense of Ps. 233 million compared with a gain of Ps. 208 million in the same period of 2007. Net interest income was Ps. 81 million in the nine-month period ended September 30, 2008 compared with net interest income of Ps. 218 million in the same period of 2007, reflecting the use of cash and debt for the acquisition of Grupo San. At the same time, we registered an exchange loss of Ps. 314 million in the nine-month period ended September 30, 2008 compared with an exchange loss of Ps. 2 million in the same period of 2007, reflecting a 0.7% increase in the value of the peso versus the dollar at September 30, 2008 compared to December 31, 2007. Other Expenses (Income) net The company recorded other income net of Ps. 53 million in the nine-month period ended September 30, 2008 compared to other income net of Ps. 45 million in the same period of 2007. Income Taxes Income Taxes recorded Ps. 1,209 million in the nine-month period ended September 30, 2008 compared to Ps. 740 million in the same period of 2007. Net Profit As a result of the foregoing, net profit increased by 42% to Ps. 2,351 million in the nine-month period ended September 30, 2008 from Ps. 1,661 million in the same period of 2007. Liquidity and Capital Resources At September 30, 2008, Simec's total consolidated debt consisted of U.S. $54.8 million; U.S. $30 million is a credit bank, U.S. $21.5 million is a credit from GE Capital and U.S. $302,000 of 8 7/8% medium-term notes ("MTN's") due 1998 (accrued interest at September 30, 2008 was U.S. $380,583). At December 31, 2007, Simec's total consolidated debt consisted of U.S. $302,000 of 8 7/8% medium-term notes ("MTN's") due 1998 (accrued interest at December 31, 2007 was U.S. $363,703). Net resources provided by operations were Ps. 1,407 million in the nine-month period ended September 30, 2008 versus Ps. 2,031 million of net resources provided by operations in the same period of 2007. Net resources provided by financing activities were Ps. 1,744 million in the nine-month period ended September 30, 2008 (which amount includes the capital increase of Ps. 1,169 million in July 2008) versus Ps. 2,375 million of net resources provided by financing activities in the same period of 2007 (which amount includes the capital increase of Ps. 2,420 million in February 2007). Net resources used in investing activities (to acquire property, plant and equipment, other non-current assets and liabilities) were Ps. 8,925 million in the nine-month period ended September 30, 2008 (which amount includes Ps. 8,437 million used in the acquisition of Grupo San) versus net resources used in investing activities (to acquire property, plant and equipment and other non-current assets and liabilities) of Ps. 522 million in the same period of 2007. Comparative Third Quarter 2008 vs. Second Quarter 2008 Net Sales Net sales increased 8% from Ps. 9,746 million for the second quarter 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 513 million) to Ps. 10,533 million for the third quarter 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,073 million). Sales in tons of finished steel decreased 3% to 795 thousand tons in the third quarter 2008 compared with 817 thousand tons in the second quarter 2008. The total sales outside of Mexico for the third quarter 2008 increased 8% to Ps. 7,317 million compared with Ps. 6,749 million for the second quarter 2008. Total Mexican sales increased 7% to Ps. 3,216 million in the third quarter 2008 from Ps. 2,997 million in the second quarter 2008. Prices of finished products sold in the third quarter 2008 increased approximately 11% compared to the second quarter 2008. Direct Cost of Sales Direct cost of sales increased 13% from Ps. 7,693 million in the second quarter 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 308 million) to Ps. 8,726 million for the third quarter 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 663 million). With respect to sales, in the third quarter 2008, the direct cost of sales represents 83% compared to 79% for the second quarter 2008. The average cost of raw materials used to produce steel products increased 17% in the third quarter 2008 versus the second quarter 2008, primarily as a result of increases in the price of scrap and certain other raw materials Gross Profit Gross profit for the third quarter 2008 decreased 12% to Ps. 1,807 million (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 410 million) compared to Ps. 2,053 million in the second quarter 2008 (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 205 million). The gross profit as a percentage of net sales for the third quarter 2008 was 17% compared with 21% for the second quarter 2008. The decrease in gross profit was principally due to the decrease in sales volume. Operating Expenses Operating expenses increased 30% to Ps. 564 million in the third quarter 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 149 million) compared to Ps. 434 million for the second quarter 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 53 million). Operating expenses as a percentage of net sales represented 5% during the third quarter 2008 compared to 4% in the second quarter 2008. Operating Profit Operating profit decreased 23% from Ps. 1,619 million in the second quarter 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 152 million) to Ps. 1,243 million for the third quarter 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 261 million). The operating profit as a percentage of net sales in the third quarter 2008 was 12% compared to 17% in the second quarter 2008. The decrease in operating profit was principally due to the decrease in tons shipped. Comprehensive Financial Cost Comprehensive financial cost for the third quarter 2008 represented an income of Ps. 25 million compared with an expense of Ps. 197 million for the second quarter 2008. Net interest expense was Ps. 11 million in the third quarter 2008 compared with Ps. 37 million of net interest income in the second quarter 2008. At the same time, we registered an exchange gain of Ps. 36 million in the third quarter 2008 compared with an exchange loss of Ps. 234 million in the second quarter 2008. Other Expenses (Income) net The company recorded other income net of Ps. 49 million in the third quarter 2008 compared with other expense net of Ps. 2 million for the second quarter 2008. Income Taxes Income taxes for the third quarter 2008 was an expense of Ps. 483 million compared to Ps. 495 million of expense for the second quarter 2008. Net Profit As a result of the foregoing, net profit was Ps. 834 million in the third quarter 2008 compared to Ps. 925 million of net profit in the second quarter 2008. Comparative Third Quarter 2008 vs. Third Quarter 2007 Net Sales Net sales increased 84% from Ps. 5,725 million for the third quarter 2007 compared with Ps. 10,533 million for the same period in 2008 (including the net sales generated by the newly acquired plants of Grupo San of Ps. 1,073 million). Sales in tons of finished steel increased 25% to 795 thousand tons in the third quarter 2008 compared with 635 thousand tons in the same period 2007. The total sales outside of Mexico for the third quarter 2008 increased 82% to Ps. 7,317 million compared with Ps. 4,029 million for the same period 2007. Total Mexican sales increased 90% to Ps. 3,216 million in the third quarter 2008 from Ps. 1,696 millions in the same period 2007. Prices of finished products sold in the third quarter 2008 increased approximately 47% compared to the third quarter 2007. Direct Cost of Sales Direct cost of sales increased 77% from Ps. 4,927 million in the third quarter 2007 to Ps. 8,726 million for the same period 2008 (including the cost of sales generated by the newly acquired plants of Grupo San of Ps. 663 million). With respect to sales, in the third quarter 2008, the direct cost of sales represents 83% compared to 86% for the same period 2007. The average cost of raw materials used to produce steel products increased 41% in the third quarter 2008 versus the third quarter 2007, primarily as a result of increases in the price of scrap and certain other raw materials. Gross Profit Gross profit for the third quarter 2008 increased 126% to Ps. 1,807 million (including the gross profit generated by the newly acquired plants of Grupo San of Ps. 410 million) compared to Ps. 798 million in the same period 2007. The gross profit as a percentage of net sales for the third quarter 2008 was 17% compared with 14% for the same period 2007. The increase in gross profit was principally due to the increase in tons shipped. Operating Expenses Operating expenses increased 60% to Ps. 564 million in the third quarter 2008 (including the operating expenses by the newly acquired plants of Grupo San of Ps. 149 million) compared to Ps. 353 million for the same period 2007. Operating expenses as a percentage of net sales represented 5% during the third quarter 2008 compared to 6% of the same period 2007. Operating Profit Operating profit increased 179% from Ps. 445 million in the third quarter 2007 to Ps. 1,243 million for the same period 2008 (including the operating profit by the newly acquired plants of Grupo San of Ps. 261 million). The operating profit as a percentage of net sales in the third quarter 2008 was 12% compared to 8% in the same period 2007. The increase in operating profit was due principally to an increase of 25% in sales volume. Comprehensive Financial Cost Comprehensive financial cost for the third quarter 2008 represented a gain of Ps. 25 million compared with a gain of Ps. 91 million for the third quarter 2007. Net interest expense was Ps. 11 million in the third quarter 2008 compared with Ps. 93 million in the third quarter 2007. At the same time, we registered an exchange gain of Ps. 36 million in the third quarter 2008 compared with an exchange gain of Ps. 29 million in the third quarter 2007. Other Expenses (Income) net The company recorded other income net of Ps. 49 million for the third quarter 2008 compared with other income net of Ps. 27 million for the same period 2007. Income Taxes Income taxes for the third quarter 2008 increased to Ps. 483 million compared to Ps. 198 million for the same period 2007. Net Profit As a result of the foregoing, net profit increased by 128% to Ps. 834 million in the third quarter 2008 from Ps. 365 million in the third quarter 2007. 2008 Nine months ended Nine months ended vs. September 30, 2008 September 30, 2007 2007 ------------------ ------------------ ---- Sales 27,567 18,282 51% Cost of Sales 22,469 15,063 49% Gross Profit 5,098 3,219 58% Operating Expenses 1,358 1,071 27% Operating Profit 3,740 2,148 74% EBITDA 4,170 2,527 65% Net Profit 2,351 1,661 42% Sales Outside Mexico 19,489 12,767 53% Sales in Mexico 8,078 5,515 46% Total Sales (tons) 2,357 2,018 17% 3Q08 vs. 3Q08 vs. (Millions of pesos) 3Q08 2Q08 3Q07 2Q08 3Q07 ------------------------ ------ ----- ----- -------- -------- Sales 10,533 9,746 5,725 8% 84% Cost of Sales 8,726 7,693 4,927 13% 77% Gross Profit 1,807 2,053 798 (12%) 126% Operating Expenses 564 434 353 30% 60% Operating Profit 1,243 1,619 445 (23%) 179% EBITDA 1,407 1,755 569 (20%) 147% Net Profit 834 925 365 (10%) 128% Sales Outside Mexico 7,317 6,749 4,029 8% 82% Sales in Mexico 3,216 2,997 1,696 7% 90% Total Sales (tons) 795 817 635 (3%) 25% Thousands of Millions of Average price Thousands of Millions of Average price tons nine pesos nine per ton nine tons nine pesos nine per ton nine months ended months ended months ended months ended months ended months ended September 30, September 30, September 30, September 30, September 30, September 30, Product 2008 2008 2008 2007 2007 2007 ---------------- ------------- ------------- ------------- ------------- ------------- ------------- SBQ 1,699 20,731 12,202 1,449 13,895 9,589 Light Structural 142 1,448 10,197 217 1,705 7,857 Structural 150 1,608 10,720 171 1,395 8,158 Rebar 321 3,198 9,963 180 1,247 6,928 Others 45 582 -- 1 401 -- Total 2,357 27,567 11,696 2,018 18,282 9,059 Thousands Millions Average Thousands Millions Average Thousands Millions Average of tons of pesos price per of tons of pesos price per of tons of pesos price per Product 3Q08 3Q08 ton 3Q08 2Q08 2Q08 ton 2Q08 3Q07 3Q07 ton 3Q07 ------- --------- -------- --------- --------- -------- --------- --------- -------- --------- SBQ 555 7,858 14,159 579 7,124 12,304 467 4,429 9,484 Light Structural 41 482 11,756 47 512 10,894 60 487 8,117 Structural 40 488 12,200 55 616 11,200 50 400 8,000 Rebar 127 1,324 10,425 124 1,325 10,685 58 388 6,690 Others 32 381 -- 12 169 -- -- 21 -- Total 795 10,533 13,249 817 9,746 11,929 635 5,725 9,016 Any forward-looking information contained herein is inherently subject to various risks, uncertainties and assumptions, which, if incorrect, may cause actual results to vary materially from those anticipated, expected or estimated. The company assumes no obligation to update any forward-looking information contained herein. MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 2 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. FINANCIAL STATEMENT NOTES CONSOLIDATED (1) Operations preparation bases and summary of significant accounting policies: Grupo Simec, S.A. de C.V. and its Subsidiaries ("the Company") are subsidiaries of Industrias CH, S.A. de C.V. ("ICH"), and their main activities consist of the manufacturing and sale of steel products primarily destined for the construction sector of Mexico and other countries. Significant accounting policies and practices followed by the Companies which affect the principal captions of the financial statements are described below: a. Financial statement presentation - Below is a summary of the most significant accounting policies and practices used in the preparation of the consolidated financial statements, in conformity with Mexican Financial Reporting Standards (MFRS), which include Bulletins and Circulars issued by the Accounting Principles Commission (CPC) of the Mexican Institute of Public Accountants (IMCP) which have not been amended, replaced or abrogated by MFRS issued by the Mexican Financial Reporting Standards Research and Development Board (Consejo Mexicano para la Investigacion y Desarrollo de Normas de Informacion Financiera, A.C. (CINIF). b. Principles of Consolidation - As part of the financial debt restructuring agreement into during 1997, Compania Siderurgica de Guadalajara, S.A. de C.V. ("CSG") assumed all of the debt of the Company in return for an equity interest in its subsidiaries. As a result of the above, the Company is the principal shareholder of CSG, and CSG is the principal shareholder of the other subsidiaries that Grupo Simec, S.A. de C.V. ("Simec") controlled before the restructuring. The main subsidiaries of CSG are the following: o Compania Siderurgica de California, S.A. de C.V. o Industrias del Acero y del Alambre, S.A. de C.V. o Pacific Steel Inc. o SimRep Corporation and PAV Republic and Subsidiaries o Corporacion Aceros DM, S.A. de C.V. All significant intercompany balances and transactions have been eliminated in consolidation. c. Cash and cash equivalents - The Company considers short-term investments with original maturities not greater than three months to be cash equivalent. Cash equivalents include temporary investments and Mexican Government Treasury Bonds, and are stated at market value, which approximates cost plus earned interest. Any increase in market value is credited to operations for the period. d. Inventories - Domestic subsidiaries' inventories are recorded initially at average cost under the direct costing system. Foreign subsidiaries' inventories are valued on a last-in, first-out (LIFO). For translation effects into MFRS the inventories have been adjusted from LIFO to average cost under the direct costing system. Billet finished goods and work in process, raw materials and materials, supplies and rollers - At the average cost. The Company presents as non-current inventories the rollers and spare parts, which according to historical data and production trends will not be used within a one-year period. e. Derivative financial instruments - The Company is using derivative financial instruments for hedging risks associated with natural gas prices and conducted studies on historical consumption, future requirements and commitments; thus it avoided exposure to risks other than the normal operating risks. Management of the Company examines its financial risks by continually analyzing price, credit and liquidity risks. To mitigate the risks associated with changes in natural gas prices occurring naturally as a result of the supply and demand on international markets, the Company uses natural gas cash-flow exchange contracts or natural gas swaps to offset fluctuations in the price of natural gas, whereby the Company receives a floating price and pays a fixed price. Fluctuations in natural gas prices from volumes consumed are recognized as part of the Company's operating costs. Derivative financial instruments are recognized in the balance sheet at fair value, which is initially represented by the amount of consideration agreed on. Such fair value is restated at the end of each month based on the new estimate. The Company periodically evaluates the changes in the cash flows of derivative instruments to analyze if the swaps are highly effective for mitigating the exposure to natural gas price fluctuations. In 2008, 2007 and 2006, the fair value of derivatives not qualifying as accounting hedging instruments was recorded currently against results of operations in the year. In the case of instruments qualifying as derivative accounting hedging instruments of the cash flow type, the fair value and subsequent changes were recorded under stockholders' equity as Comprehensive income, net of the deferred tax effect. The effectiveness of hedging instruments is determined at the time the derivative financial instruments are designated as hedging, and this is evaluated periodically. A highly effective instrument is such in which the changes in the fair value of cash flows of primary position are offset on a periodic or cumulative basis, by the changes in the fair value or cash flows of the hedging instruments within a range of 80% and 125%. At September 30, 2008, the Company has contracts for hedging risks associated with natural gas prices, that are estimated and recognized according to the MFRS C-10 "Derivative Financial Instruments". f. Property, plant and equipment - Property, plant and equipment of domestic origin are restated by using factors derived from The National Consumer Price Index ("NCPI") from the date of their acquisition, and imported machinery and equipment are restated by applying devaluation and inflation factors of the country of origin, until December 31, 2007. Depreciation recorded in the consolidated statement of income (loss) is computed based upon the estimated useful life and the restated cost of each asset. In addition, Financial expense incurred during the construction period is capitalized as construction in progress. The estimated useful lives of assets as of September 30, 2008 are as follows: Years ----- Buildings ............................. 15 to 50 Machinery and equipment ............... 10 to 40 Buildings and improvements (Republic).. 10 to 25 Land improvements (Republic) .......... 5 to 25 Machinery and equipment (Republic) .... 5 to 20 g. Other assets - Organization and pre-operating expenses are capitalized and and their amortization is calculated by the straight-line method over a period of 20 years. h. Seniority premiums and severance payments - According to Federal Labor Law, employees are entitled to seniority premiums after fifteen years or more of services. These premiums are recognized as expenses in the years in which the services are rendered, using actuarial calculations based on the projected unit credit method, and since 1996 by applying real interest and salary increases. Any other payments to which employees may be entitled in case of separation, disability or death, are charged to operations in the period in which they become payable. i. Pension plan - Until 1995, the Company provided pension benefits for all personnel with a minimum of 10 years of service and 35 years of age. The Company had established an irrevocable trust for its contributions, which were based on actuarial calculations. In December 1995, the board of directors of the Company, in agreement with the trade union, discontinued these benefits and related contributions to the trust fund. This decision was made because of the new Mexican pension fund system, Administradoras de Fondos para el Retiro, which establishes similar benefits for the employees. The balance of the trust fund will be applied to the retirement benefits of qualifying employees until the fund is exhausted due to the irrevocable status of the fund. The Company does not have any contractual obligation regarding the payment of pensions of retirements. j. Income taxes - In 1999, the Mexican Institute of Public Accountants issued Bulletin D-4, "Accounting for Income and Asset Taxes and Employee Profit Sharing", which is effective for all fiscal years beginning January 1, 2000. Bulletin D-4 establishes financial accounting and reporting standards for the effects of asset tax, income tax and employee profit sharing that result from enterprise activities during the current and preceding years. The Company and its subsidiaries are included in the consolidated tax returns of the company's parent. k. Foreign currency transactions and exchange differences - All transactions in foreign currency are recorded at the exchange rates prevailing on the date of their execution or liquidation. Foreign currency denominated assets and liabilities are translated at the exchange rates prevailing at the balance sheet date. Any exchange differences incurred with regard to assets or liabilities denominated in foreign currency are charged to operations of the period and are included in financial income (expense) in the accompanying consolidated statements of income (loss). For consolidation purposes, the financial statements of the foreign subsidiaries, were translated into pesos in conformity with Mexican accounting Bulletin MFRS B-15, Transactions in Foreign Currency. The first step in the process of conversion of financial information of the operations is the determination of the functional currency, which is in first instance the currency of primary the economic surroundings of the foreign operation; nevertheless, despite the previous thing, the functional currency can differ from the premises or registry, in the measurement that this one does not represent the currency that fundamentally affects the cash flow of the operations abroad. The financial statements of the foreign subsidiaries were turned to Mexican pesos with the following procedure: - Applying the prevailing exchange rate at the consolidated balance date for monetary assets and liabilities. - Applying the prevailing historical exchange rate for nonmonetary assets and liabilities and for stockholders' equity accounts. - Applying the prevailing the historical exchange rate at the consolidated balance sheet date for revenues and expenses during the reporting period - The resulting effect of translation, the process of consolidation and to apply the participation method, is recorded in stockholders' equity under the accumulated effect by conversion forming part of the Comprehensive Income. l. Geographic concentration of credit risk - The Company sells its products primarily to distributors for the construction industry with no specific geographic concentration. Additionally, no single customer accounted for a significant amount of the Company's sales, and there were no significant accounts receivable from a single customer or affiliate at September 30, 2008 sales to five customers accounted for approximately 29.8% of the Republic's sales. The Company performs evaluations of its customers' credit histories and establishes and allowance for doubtful accounts based upon the credit risk of specific customers and historical trends. m. Other income (expenses) - Other income (expenses) shown in the consolidated statements of operations primarily includes other financial operations. (2) Financial Debt: At September 30, 2008, Simec's total consolidated debt consisted of U.S. $54.8 million; U.S. $30 million is a credit bank, U.S. $21.5 million is a credit from GE Capital and U.S. $302,000 of 8 7/8% medium-term notes ("MTN's") due 1998 (accrued interest at September 30, 2008 was U.S. $380,583). At December 31, 2007, Simec's total consolidated debt consisted of U.S. $302,000 of 8 7/8% medium-term notes ("MTN's") due 1998 (accrued interest at December 31, 2007 was U.S. $363,703). (3) Commitments and contingent liabilities: a. Pacific Steel, Inc. (a wholly-owned subsidiary located in the U.S.A.) has been named in various claims and suits relating to the generation, storage, transport, disposal and cleanup of materials classified as hazardous waste. The Company has accrued approximately Ps. 11,804 (U.S. $1,093,762) at September 30, 2008, (included in accrued liabilities) relating to these actions; the reduction of this reserve from previous levels reflects clean-up activities undertaken by Simec. Management believes the ultimate liability with respect to this matter will not exceed the amounts that have been accrued. b. The Company is subject to various other legal proceeding and claims, which have arisen, in the ordinary course of its business. It is the opinion of management that their ultimate resolution will not have a material adverse effect on the Company's consolidated financial position or consolidated results of operations. MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. RELATIONS OF SHARES INVESTMENTS CONSOLIDATED NUMBER COMPANY NAME MAIN ACTIVITIES OF SHARES OWNERSHIP ------------ --------------- --------- --------- SUBSIDIARIES Cia Siderurgica de Guadalajara Sub-Holding 99.99 Simec International Production and sales of steel products 99.99 Arrendadora Simec Production and sales of steel products 100.00 Controladora Simec Sub-Holding 100.00 Pacific Steel Scrap purchase 100.00 Cia. Siderurgica del Pacifico Rent of land 99.99 Coordinadora de Servicios Siderurgicos de Calidad Administrative services 100.00 Comercializadora Simec Sales of steel products 99.99 Industrias del Acero y del Alambre Sales of steel products 99.99 Procesadora Mexicali Scrap purchase 99.99 Servicios Simec Administrative services 100.00 Sistemas de Transporte de Baja California Freight services 100.00 Operadora de Metales Administrative services 100.00 Operadora de Servicios Siderurgicos de Tlaxcala Administrative services 100.00 Administradora de Servicios Siderurgicos de Tlaxcala Administrative services 100.00 Operadora de Servicios de la Industria Siderurgica Administrative services 100.00 SimRep Sub-Holding 50.22 PAV Republic Production and sales of steel products 50.22 CSG Comercial Sales of steel products 99.95 Comercializadora de Aceros de Tlaxcala Sales of steel products 99.95 Siderurgica de Baja California Sales of steel products 99.95 Corporacion Aceros DM Production and sales of steel products 100.00 Productos Siderurgicos Tlaxcala Sales of steel products 100.00 Comercializadora MSAN Sales of steel products 100.00 Comercializadora Aceros DM Sales of steel products 100.00 Promotora de Aceros San Luis Sales of steel products 100.00 TOTAL INVESTMENT IN SUBSIDIARIES ASSOCIATEDS 0 TOTAL INVESTMENT IN ASSOCIATEDS 0 OTHER PERMANENT INVESTMENTS 0.00 TOTAL 0 NOTES MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CREDITS BREAK DOWN (THOUSANDS OF MEXICAN PESOS) CONSOLIDATED Denominated in Pesos Denominated in Foreign Currency Credit Type / Amortization Rate of (Thousands of Pesos) (Thousands of Pesos) Institution Date Interest Time Interval Time Interval ------------- ------------ -------- -------------------------------------------- -------------------------------------------- Until Until 5 5 Until Until Until Until Years Until Until Until Until Years Current 1 2 3 4 or Current 1 2 3 4 or Year Year Years Years Years More Year Year Years Years Years More --------- ----- ----- ----- ----- ----- ------- ----- ----- ----- ----- ----- BANKS Banco Inbursa, Libor + S.A. 29/05/2009 1.45 0 0 0 0 0 0 0 323,757 0 0 0 0 Libor + GE Capital 20/05/2009 0.25 232,026 TOTAL BANKS 0 0 0 0 0 0 0 555,783 0 0 0 0 LISTED IN THE STOCK EXCHANGE UNSECURED DEBT Medium Term Notes 15/12/1998 9.33 0 0 0 0 0 0 3,226 0 0 0 0 0 TOTAL STOCK EXCHANGE 0 0 0 0 0 0 3,226 0 0 0 0 0 SUPPLIERS Various 733,014 0 0 0 0 0 3,481,337 0 0 0 0 0 TOTAL SUPPLIERS 733,014 0 0 0 0 3,481,337 0 0 0 0 0 OTHER LOANS WITH COST TOTAL 0 0 0 0 0 0 0 0 0 0 0 0 OTHER CURRENT LIABILITIES WITHOUT COST Various 596,440 0 0 0 0 0 400,455 0 0 0 0 0 TOTAL 596,440 0 0 0 0 0 400,455 0 0 0 0 0 TOTAL 1,329,454 0 0 0 0 0 3,885,018 555,783 0 0 0 0 NOTES: The exchange rate of the peso to the U.S. Dollar at September 30, 2008 was Ps. 10.7919 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. MONETARY FOREIGN CURRENCY POSITION (Thousands of Mexican Pesos) CONSOLIDATED DOLLARS OTHER CURRENCIES TOTAL --------------------------- --------------------------- --------- THOUSANDS THOUSANDS THOUSANDS THOUSANDS THOUSANDS FOREIGN CURRENCY POSITION OF DOLLARS OF PESOS OF DOLLARS OF PESOS OF PESOS ------------------------- ---------- --------- ---------- --------- --------- TOTAL ASSETS 333,756 3,601,849 1 16 3,601,865 LIABILITIES POSITION 411,190 4,437,522 304 3,279 4,440,801 SHORT TERM LIABILITIES POSITION 411,190 4,437,522 304 3,279 4,440.801 LONG TERM LIABILITIES POSITION 0 0 0 0 0 NET BALANCE (77,434) (835,673) (303) (3,263) (838,936) NOTES THE EXCHANGE RATE OF THE PESO TO THE U.S. DOLLAR AT SEPTEMBER 30, 2008 WAS PS. 10.7919 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. DEBT INSTRUMENTS CONSOLIDATED FINANCIAL LIMITED BASED IN ISSUED DEED AND/OR TITLE MEDIUM TERM NOTES A) Current assets to current liabilities must be 1.0 times or more. B) Total liabilities to total assets do not be more than 0.60. C) Operating income plus items added to income which do not require using cash must be 2.0 times or more. This notes was offered in the international market. ACTUAL SITUATION OF FINANCIAL LIMITED MEDIUM TERM NOTES A) Accomplished the actual situation is 2.27 times. B) Accomplished the actual situation is 0.33 C) Accomplished the actual situation is 142.73 As of September 30, 2008, the remaining balance of the MTNs not exchanged amounts to Ps. 3,226 ($302,000 dollars). C.P. Jose Flores Flores Chief Financial Officer BONDS AND/OR MEDIUM TERM NOTES CERTIFICATE MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. PLANTS, COMMERCE CENTERS OR DISTRIBUTION CENTERS CONSOLIDATED PLANT UTILIZATION PLANT OR CENTER ECONOMIC ACTIVITY CAPACITY (%) --------------- ----------------- -------- ----------- GUADALAJARA MINI MILL PRODUCTION AND SALES OF STEEL PRODUCTS 480 83.21 MEXICALI MINI MILL PRODUCTION AND SALES OF STEEL PRODUCTS 250 88.06 INDUSTRIAS DEL ACERO Y DEL ALAMBRE SALE OF STEEL PRODUCTS 0 0 APIZACO AND CHOLULA PLANTS PRODUCTION AND SALES OF STEEL PRODUCTS 460 88.10 CANTON CASTER FACILITY PRODUCTION OF BILLET 1,380 69.30 LORAIN CASTER FACILITY PRODUCTION OF BILLET 1,150 86.90 LORAIN HOT-ROLLING MILL PRODUCTION AND SALES OF STEEL PRODUCTS 840 78.70 LACKAWANNA HOT-ROLLING MILL PRODUCTION AND SALES OF STEEL PRODUCTS 600 85.00 MASSILLON COLD-FINISH FACILITY PRODUCTION AND SALES OF STEEL PRODUCTS 125 79.30 GARY COLD-FINISH FACILITY PRODUCTION AND SALES OF STEEL PRODUCTS 70 51.90 ONTARIO COLD-FINISH FACILITY PRODUCTION AND SALES OF STEEL PRODUCTS 60 50.60 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. MAIN RAW MATERIALS CONSOLIDATED DOMESTIC COST DOMESTIC MAIN SUPPLIERS FOREIGN MAIN SUPPLIERS SUBSTITUTION PRODUCTION (%) -------- -------------- ------- -------------- ------------ -------------- PLANTS IN USA SCRAP VARIOUS NO 26.90 SCRAP VARIOUS PLANTS IN MEXICO YES 54.01 PLANTS IN USA COKE VARIOUS NO 14.70 PLANTS IN USA PELLETS VARIOUS NO 8.80 FERROALLOYS VARIOUS PLANTS IN MEXICO YES 7.17 PLANTS IN USA FERROALLOYS VARIOUS NO 12.60 ELECTRODES VARIOUS PLANTS IN MEXICO VARIOUS YES 1.55 PLANTS IN USA ELECTRODES VARIOUS NO 1.00 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. SELLS DISTRIBUTION BY PRODUCT CONSOLIDATED DOMESTIC SELLS MAIN PRODUCTS NET SALES MAIN DESTINATION ------------- --------------------- ---------------------- VOLUME AMOUNT TRADEMARKS COSTUMERS ------ ---------- ---------- --------- STRUCTURAL PROFILES 113 1,237,651 COMMERCIAL PROFILES 42 454,464 REBAR 236 2,464,909 FLAT BAR 68 664,379 STEEL BARS 249 2,674,867 OTHER 3 143,320 BILLET 20 183,340 MALLA 9 98,365 CASTILLOS 6 76,093 ALAMBRON 7 81,143 TOTAL 8,078,531 FOREIGN SALES 19,488,801 TOTAL 27,567,332 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. SELLS DISTRIBUTION BY PRODUCT CONSOLIDATED FOREIGN SELLS MAIN PRODUCTS NET SALES MAIN ------------- --------------------- ---------------------- VOLUME AMOUNT TRADEMARKS COSTUMERS ------ ---------- ---------- --------- EXPORTS STRUCTURAL PROFILES 37 370,395 COMMERCIAL PROFILES 19 184,446 REBAR 85 733,392 STEEL BARS 37 414,523 FLAT BAR 13 144,982 BILLET 0 0 FOREIGN SUBSIDIARIES HOT-ROLLED BARS 771 9,927,650 COLD-FINISHED BARS 106 1,842,046 SEMI-FINISHED SEAMLESS TUBE ROUNDS 311 3,223,520 OTHER SEMI-FINISHED TRADE PRODUCTS 225 2,647,847 TOTAL 19,488,801 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSTRUCTION IN PROGRESS CONSOLIDATED THE PROJECTS IN PROGRESS AT SEPTEMBER 30, 2008, ARE: PROJECTS IN PROGRESS TOTAL INVESTMENT PROJECTS IN REPUBLIC 220,791 PROJECTS IN MEXICALI 144,148 PROJECTS IN TLAXCALA 18,702 PROJECTS IN GUADALAJARA 39,653 PROJECTS IN SAN LUIS (GRUPO SAN) 3,760 ------- TOTAL INVESTMENT AT SEPTEMBER 30, 2008 427,054 ------- MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. TRANSACTIONS IN FOREIGN CURRENCY AND CONVERSION OF FINANCIAL STATEMENTS OF FOREIGN OPERATIONS INFORMATION RELATED TO BULLETIN B-15 CONSOLIDATED Foreign currency transactions and exchange differences - All transactions in foreign currency are recorded at the exchange rates prevailing on the date of their execution or liquidation. Foreign currency denominated assets and liabilities are translated at the exchange rates prevailing at the balance sheet date. Any exchange differences incurred with regard to assets or liabilities denominated in foreign currency are charged to operations of the period and are included in financial income (expense) in the accompanying consolidated statements of income (loss). For consolidation purposes, the financial statements of the foreign subsidiaries, were translated into pesos in conformity with Mexican accounting Bulletin MFRS B-15, Transactions in Foreign Currency. The first step in the process of conversion of financial information of the operations is the determination of the functional currency, which is in first instance the currency of primary the economic surroundings of the foreign operation; nevertheless, despite the previous thing, the functional currency can differ from the premises or registry, in the measurement that this one does not represent the currency that fundamentally affects the cash flow of the operations abroad. The financial statements of the foreign subsidiaries were turned to Mexican pesos with the following procedure: - Applying the prevailing exchange rate at the consolidated balance date for assets and liabilities. - Applying the prevailing historical exchange rate for stockholders' equity accounts. - Applying the prevailing the historical exchange rate at the consolidated balance sheet date for revenues and expenses during the reporting period - The resulting effect of translation, the process of consolidation and to apply the participation method, is recorded in stockholders' equity under the accumulated effect by conversion forming part of the Comprehensive Income. MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSOLIDATED INTEGRATION OF THE PAID SOCIAL CAPITAL STOCK CHARACTERISTICS OF THE SHARES NOMINAL VALID CAPITAL STOCK SERIES VALUE CUPON NUMBER OF SHARES (Thousands of Pesos) ------ ------- ----- --------------------------------------------------- -------------------- FIXED VARIABLE FREE PORTION PORTION MEXICAN SUSCRIPTION FIXED VARIABLE ---------- ----------- ------- ----------- ------- --------- B 90,850,050 406,859,164 0 497,709,214 441,786 1,978,444 TOTAL 90,850,050 406,859,164 0 497,709,214 441,786 1,978,444 TOTAL NUMBER OF SHARES REPRESENTING THE PAID-IN CAPITAL STOCK ON THE DATE OF SENDING THE INFORMATION: 497,709,214 MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSOLIDATED R20: PRO FORMA FINANCIAL INFORMATION The following combined pro forma financial information (unaudited) is based on the Company's historical financial statements, adjusted to include the effects of the acquisition of Grupo San. The pro forma information (unaudited) assumes that the acquisition was conducted at the beginning of 2008 and 2007, respectively, and is based on the available information and certain assumptions that management considered reasonable. The pro forma financial information (unaudited) is not intended to present the results of the consolidated operations had the acquisition occurred on such date, nor to anticipate the Company's results of operations. Nine months Nine months ended ended September 30, September 30, ------------- ------------- 2008 2007 ------------- ------------- Net sales Ps. 30,311 Ps. 21,346 Marginal profit 6,111 3,967 Net income Ps. 2,300 Ps. 1,834 ------ ------ Earnings per share 5.02 4.54 ====== ====== MEXICAN STOCK EXCHANGE SIFIC / ICS STOCK EXCHANGE CODE: SIMEC QUARTER: 3 YEAR: 2008 GRUPO SIMEC, S.A.B. DE C.V. CONSOLIDATED DECLARATION OF THE COMPANY OFFICIALS RESPONSIBLE FOR THE INFORMATION CONTAINED IN THIS REPORT. LUIS GARCIA LIMON AND JOSE FLORES FLORES CERTIFY THAT BASED ON OUR KNOWLEDGE, THIS REPORT DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE HEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS WERE MADE, NOT MISLEADING WITH RESPECT TO THE PERIOD COVERED BY THIS THIRD QUARTER REPORT. ING LUIS GARCIA LIMON C.P. JOSE FLORES FLORES CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER GUADALAJARA, JAL, AT OCTOBER 28 OF 2008.