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Citigroup HSBC J.P. Morgan Mitsubishi UFJ Securities the Date of This Offering Memorandum Is June 25, 2014

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Citigroup HSBC J.P. Morgan Mitsubishi UFJ Securities the Date of This Offering Memorandum Is June 25, 2014 OFFERING MEMORANDUM U.S.$800,000,000 3.875% Notes due 2024 U.S.$500,000,000 4.875% Notes due 2044 Guaranteed by Bimbo, S.A. de C.V., Barcel, S.A. de C.V. and Bimbo Bakeries USA, Inc. We are offering U.S.$800,000,000 aggregate principal amount of our 3.875% notes due 2024, or the 2024 notes, and U.S.$500,000,000 aggregate principal amount of our 4.875% notes due 2044, or the 2044 notes and, together with the 2024 notes, the notes. Interest on the 2024 notes will accrue at a rate of 3.875% per year. Interest on the 2044 notes will accrue at a rate of 4.875% per year. We will pay interest on each series of notes semi-annually in arrears on June 27 and December 27 of each year, commencing on December 27, 2014. The 2024 notes will mature on June 27, 2024. The 2044 notes will mature on June 27, 2044. The notes will be our senior obligations and will be guaranteed by certain of our subsidiaries. The notes will rank at least pari passu in right of payment with all of our unsecured and unsubordinated debt, and the guarantees will rank at least pari passu in right of payment with all unsecured and unsubordinated debt of each subsidiary guarantor (in each case, subject to any priority rights pursuant to applicable law). We may redeem the notes of any series, in whole or in part, at any time at a redemption price equal to the greater of par and a make-whole amount described herein. See "Description of the Notes—Optional Redemption—Optional Redemption." In addition, we may redeem the notes of any series, in whole but not in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, upon the occurrence of specified events relating to Mexican tax law, all as described under "Description of the Notes—Optional Redemption—Redemption for Taxation Reasons." In addition, if we experience a Change of Control (as defined in the indenture governing the notes), we must offer to repurchase both series of notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any. See "Description of the Notes—Repurchase at the Option of Holders Upon a Change of Control." This document constitutes the listing particulars, or the Listing Particulars, in respect of the admission of the notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the notes to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. Investing in the notes involves significant risks. See "Risk Factors" beginning on page 17 for a discussion of certain information that you should consider before investing in the notes. Price per 2024 note: 99.590% plus accrued interest, if any, from June 27, 2014. Price per 2044 note: 98.205% plus accrued interest, if any, from June 27, 2014. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE SUBJECT OF BROKERAGE ACTIVITIES IN MEXICO, EXCEPT PURSUANT TO AN EXEMPTION UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). WE WILL NOTIFY THE CNBV OF THE TERMS AND CONDITIONS OF THIS OFFERING FOR INFORMATIONAL AND STATISTICAL PURPOSES ONLY, AND DELIVERY OR RECEIPT OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY A CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OF OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THIS OFFERING MEMORANDUM IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN INVESTOR, WHO MAY ACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF GRUPO BIMBO, S.A.B. DE C.V. AND THE SUBSIDIARY GUARANTORS. We have not registered the notes under the U.S. Securities Act of 1933, as amended, or the Securities Act, or under any state securities laws. Therefore, we may not offer or sell the notes within the United States to, or for the account or benefit of, any U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. Accordingly, we are only offering the notes (1) to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (2) to persons outside the United States in compliance with Regulation S under the Securities Act. See "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions. The notes are not being offered to the public within the meaning of Directive 2003/71/EC of the European Union, and this offer is not subject to the obligation to publish a prospectus under that Directive. The notes will be delivered to purchasers in book-entry form through The Depository Trust Company and its direct and indirect participants, including Clearstream Banking, société anonyme and Euroclear S.A./N.V., as operator of the Euroclear System, on or about June 27, 2014. Joint Bookrunning and Joint Lead Managers Citigroup HSBC J.P. Morgan Mitsubishi UFJ Securities The date of this offering memorandum is June 25, 2014. TABLE OF CONTENTS Page Market and Industry Information. iv Trademarks, Service Marks and Trade Names . v Enforceability of Civil Liabilities . vi Cautionary Statements Regarding Forward-Looking Statements. vii Presentation of Financial and Other Information . ix Summary. ............................. 1 Risk Factors . ........................... 16 Use of Proceeds . ......................... 28 Exchange Rates . ........................ 29 Capitalization . ......................... 30 Selected Consolidated Financial and Other Information . 31 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 34 Industry. .............................. 53 Business . ............................. 59 Management . .......................... 82 Shareholders . .......................... 89 Certain Transactions with Related Parties. 90 Description of the Notes . ................... 91 Form of Notes, Clearing and Settlement. 106 Taxation . .............................. 109 Plan of Distribution . ...................... 114 Transfer Restrictions . ..................... 119 Legal Matters . 121 Independent Auditors . 122 Available Information. 123 Index to Consolidated Financial Statements . F-1 You should only rely on the information contained in this offering memorandum. We are responsible for the information contained in this offering memorandum. To the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this offering memorandum is true and accurate in all material respects and there are no other facts, the omission of which makes this offering memorandum misleading in any material respect. Neither we nor the initial purchasers have authorized anyone to provide you with different information, and neither we nor the initial purchasers take any responsibility for any other information that others may give to you. Neither we nor the initial purchasers are making an offer of the notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the cover of this offering memorandum regardless of time of delivery or any sale of the notes. This offering memorandum is based on information provided by us and by other sources we believe to be reliable. This offering memorandum summarizes certain documents and other information, and we refer you to those sources for a more complete understanding of what we discuss in this offering memorandum. The initial purchasers assume no responsibility for, and make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum or any other information provided by our company. Nothing contained in this offering memorandum is, or shall be, relied upon as a promise or representation by the initial purchasers, whether as to the past or the future. This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offer or i solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries or that the information set forth in this offering memorandum is correct as of any date subsequent to the date of this offering memorandum. This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered by this offering memorandum. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., will act as initial purchasers with respect to the offering of the notes. This offering memorandum is personal to you and does not constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the notes. The proposed offering of the notes was authorized by our board of directors on January 23, 2014.
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