LISTING PROSPECTUS

Controladora Mabe, S.A. de C.V. US$130,893,000 7.875% Senior Guaranteed Notes due 2019
Controladora Mabe, S.A. de C.V. engaged in a private exchange offer for any and all of its outstanding 6.500% Senior Guaranteed Notes due 2015 (the old notes) held by eligible holders for its 7.875% Senior Guaranteed Notes due 2019 (the new notes). In connection with the exchange offer, the Company solicited consents from holders of old notes to proposed amendments to the indenture pursuant to which the old notes were issued. The purpose of the consent solicitation was to eliminate the majority of the restrictive covenants and an event of default applicable to the old notes. The exchange offer and consent solicitation expired on June 11, 2012, resulting in the issuance of US$130,893,000 of new notes on June 14, 2012 (the settlement date). The new notes form a single series with the Companys 7.875% Senior Guaranteed Notes due 2019 that were originally issued on October 28, 2009 (the existing notes and, together with the new notes, the notes). Application has been made to have the new notes and the Rule 144A old notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. The new notes will bear interest at a rate of 7.875% per annum from and including April 28, 2012, payable semi-annually, in arrears, on April 28 and October 28 of each year commencing October 28, 2012. The new notes will mature on October 28, 2019. The new notes will be unconditionally guaranteed by certain of our subsidiaries. The new notes and the guarantees will be our and our subsidiary guarantors senior unsecured obligations. The new notes and the guarantees will rank equally with all of our and our subsidiary guarantors respective existing and future senior unsecured and unsubordinated indebtedness, subject to statutory priorities. The new notes will rank junior to all of our and our subsidiary guarantors secured indebtedness, to the extent of the value of the assets securing such indebtedness. The new notes will be structurally subordinated to liabilities of our non-guarantor subsidiaries, including trade payables. We may redeem the notes, in whole or in part, at a redemption price equal to the principal amount of the notes plus the make-whole premium, accrued interest and any additional amounts as described under the heading Description of the New NotesOptional Make-Whole Redemption. We may also redeem the notes, in whole but not in part, at a price equal to 100% of their principal outstanding amount, plus accrued and unpaid interest, in the event of certain changes in Mexican tax laws. Additionally, if a change of control triggering event as described in this listing prospectus under the heading Description of the New NotesRepurchase at the Option of Holders Upon a Change of Control Triggering Event occurs, we may be required to offer to purchase the notes from the holders. Investing in the notes involves risks. See Risk Factors beginning on page 8. The new notes have not been registered, and will not be registered, under the Securities Act or any state securities laws, and the new notes may not be offered or sold except pursuant to an effective registration statement or pursuant to transactions exempt from, or not subject to, registration under the Securities Act. Accordingly, the new notes are being offered and issued only in the United States to qualified institutional buyers (as defined in Rule 144A) pursuant to Rule 144A under the Securities Act and outside of the United States, to certain persons, other than U.S. persons, in offshore transactions meeting the requirements of Rule 903 of Regulation S under the Securities Act.
THIS LISTING PROSPECTUS IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIN NACIONAL BANCARIA Y DE VALORES, OR CNBV). THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATION PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE NEW NOTES OR OUR SOLVENCY. THE NEW NOTES MAY NOT BE OFFERED OR SOLD IN MEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY PARTICIPATE IN THE EXCHANGE OFFER OR ACQUIRE NEW NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND THE SUBSIDIARY GUARANTORS. Exclusive Dealer Manager and Solicitation Agent

BofA Merrill Lynch

July 13, 2012

INTRODUCTION Controladora Mabe, S.A. de C.V. is a corporation with variable capital (sociedad annima de capital variable) organized under the laws of the United Mexican States (Mexico). Unless otherwise indicated or except as the context otherwise may require, references in this listing prospectus to we, us or our are to Controladora Mabe, S.A. de C.V. and its subsidiaries. References to the subsidiary guarantors in this listing prospectus are to Mabe, S.A. de C.V., Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V., the guarantors of the old notes and the new notes. You should rely on the information contained in this listing prospectus. We have not, and the dealer manager and solicitation agent has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the dealer manager and solicitation agent is not, making an offer to sell, or seeking offers to buy, the new notes in any jurisdiction where the offer or sale is not permitted. This listing prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any new notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. You should assume that the information contained in this listing prospectus is accurate only as of the date on the front cover of this listing prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the SEC, any state securities commission nor any other regulatory authority, has approved or disapproved the new notes; nor have any of the foregoing authorities passed upon or endorsed the merits of the exchange offer and the consent solicitation or the accuracy or adequacy of this listing prospectus. Any representation to the contrary is a criminal offense. In any Member State of the European Economic Area that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This listing prospectus has been prepared by us solely for use in connection with the listing of the notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Euro MTF Market. The exchange offer and consent solicitation contemplated in this listing prospectus were made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of new notes. Accordingly any person making or intending to make any offer within the European Economic Area of new notes that were the subject of the exchange offer and the consent solicitation contemplated in this listing prospectus should only do so in circumstances in which no obligation arises for us, the subsidiary guarantors or the dealer manager and solicitation agent to produce a prospectus for such offer. None of us, the subsidiary guarantors and the dealer manager and solicitation agent has authorized, nor do we, the subsidiary guarantors or the dealer manager and solicitation agent authorize, the making of any offer of new notes through any financial intermediary. You must: comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or distribution of this listing prospectus and the purchase, offer or sale of the new notes; and obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale by you of the new notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales; and none of we, the subsidiary guarantors and the dealer manager and solicitation agent shall have any responsibility therefor.

The new notes are subject to restrictions on transfer. See Transfer Restrictions.

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You acknowledge that: you have been afforded an opportunity to request from us, and to review, all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in this listing prospectus; you have not relied on the dealer manager and solicitation agent or any person affiliated with the dealer manager and solicitation agent in connection with your investigation of the accuracy of such information or your investment decision; and no person has been authorized to give any information or to make any representation concerning us, the subsidiary guarantors or the new notes, other than as contained in this listing prospectus and, if given or made, any such other information or representation should not be relied upon as having been authorized by us, the subsidiary guarantors or the dealer manager and solicitation agent.

In making an investment decision, you must rely on your own examination of us and the subsidiary guarantors and the terms of this exchange offer and the consent solicitation, including the merits and risks involved. We have taken reasonable care to ensure that the information contained in this listing prospectus is true and correct in all material respects and is not misleading in any material respect as of the date of this listing prospectus, and that there has been no omission of information which, in the context of the exchange offer and the consent solicitation, would make any statement of material fact herein misleading in any material respect, in light of the circumstances existing as of the date of this listing prospectus. We accept responsibility accordingly. The dealer manager and solicitation agent is not making any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this listing prospectus. You should not rely upon the information contained in this listing prospectus, as a promise or representation, whether as to the past or the future. The dealer manager and solicitation agent has not independently verified any of such information and assumes no responsibility for its accuracy or completeness. None of us, the subsidiary guarantors and the dealer manager and solicitation agent, nor any of our and their respective representatives, is making any representation to you regarding the legality of an investment in the new notes. You should consult with your own advisors as to legal, tax, business, financial and related aspects of an investment in the new notes. You must comply with all laws applicable in any place in which you buy, offer or sell the new notes or possess or distribute this listing prospectus, and you must obtain all applicable consents and approvals. None of us, the subsidiary guarantors and the dealer manager and solicitation agent shall have any responsibility for any of the foregoing legal requirements. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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TABLE OF CONTENTS Page Summary of the New Notes........................................................................................................................................... 1 Risk Factors ................................................................................................................................................................... 8 Description of the New Notes...................................................................................................................................... 18 Transfer Restrictions.................................................................................................................................................... 40 Taxation ....................................................................................................................................................................... 45 Legal Matters ............................................................................................................................................................... 53 General Information .................................................................................................................................................... 54 Annex A Information About the Company

Page
Available Information................................................................................................................................................ A-2 Service of Process and Enforcement of Civil Liabilities ........................................................................................... A-3 Cautionary Statement Regarding Forward-Looking Statements ............................................................................... A-4 Presentation of Financial and Other Information....................................................................................................... A-6 Summary.................................................................................................................................................................... A-9 Capitalization ........................................................................................................................................................... A-23 Selected Consolidated Financial Information .......................................................................................................... A-24 Managements Discussion and Analysis of Financial Condition and Results of Operations .................................. A-31 Business ................................................................................................................................................................... A-53 Management ............................................................................................................................................................ A-74 Principal Shareholders and Related Party Transactions .......................................................................................... A-79 Independent Accountants ........................................................................................................................................ A-80 Index to Financial Statements .................................................................................................................................... F-1

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Summary of the New Notes The summary below describes the principal terms of the new notes. Certain terms and conditions described below are subject to important limitations and exceptions. The Description of New Notes section of this listing prospectus contains a more detailed description of the terms and conditions of the new notes. Issuer ...................................................................... Controladora Mabe, S.A. de C.V. Subsidiary Guarantors ........................................ Mabe, S.A. de C.V., Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V. Notes Offered ........................................................ 7.875% Senior Guaranteed Notes due 2019. Maturity Date ....................................................... October 28, 2019. Interest Rate .......................................................... Interest on the notes will accrue at a rate of 7.875% per year from April 28, 2012 (the most recent interest payment date for the existing notes). Interest Payment Dates ........................................ April 28 and October 28 beginning on October 28, 2012. Guarantees ............................................................ The payment of principal, interest and premium, if any, on the new notes will be fully and unconditionally guaranteed on a senior unsecured basis by our subsidiary guarantors identified in this listing prospectus. See Description of New Notes Note Guarantees. Ranking .................................................................. The new notes and related guarantees will: rank equally with all of our and our subsidiary guarantors existing and future senior unsecured indebtedness, subject to statutory priorities, such as tax and labor obligations; rank senior to all of our and the subsidiary guarantors existing and future subordinated indebtedness; rank effectively junior to all of our and our subsidiary guarantors existing and future secured indebtedness with respect to and up to the value of the assets securing such indebtedness; and be structurally subordinated to all indebtedness (including trade payables) of our non-guarantor subsidiaries.

As of March 31, 2012, after giving effect to the exchange offer and the consent solicitation and the issuance of the new notes, we and our subsidiaries would have had consolidated total indebtedness of US$704 million, assuming that all old notes were tendered prior to or on the early participation date and we did not round down the amount to be issued to any tendering holder, of which US$4 million would have been indebtedness of non-guarantor subsidiaries (excluding guarantees and intercompany loans).

Tax Redemption ................................................... In the event that, as a result of certain changes in Mexican tax laws applicable to payments under the new notes, we become obligated to pay additional amounts in respect of interest payments under the new notes in excess of those attributable to a Mexican withholding tax rate of 10%, the new notes will be redeemable, in whole but not in part, at our option at any time upon notice at 100% of their principal amount plus accrued and unpaid interest, if any, and any additional amounts that may be payable on the new notes. See Description of New Notes Withholding Tax Redemption. Additional Amounts ............................................. All payments by us or our subsidiary guarantors in respect of the new notes, whether of principal, premium, if any, or interest, will be made without withholding or deduction for or on account of any present or future taxes levied by any jurisdiction in which we or any subsidiary guarantor is organized or resident for tax purposes or through which payment is made, unless required by law, in which case, subject to specified exceptions and limitations, we or a subsidiary guarantor will pay such additional amounts as may be required so that the net amount received by the holders of the new notes in respect of principal, interest or other amounts due on the notes, after any such withholding or deduction, will not be less than the amount holders would have received in the absence of any such withholding or deduction. See Description of New NotesAdditional Amounts. Certain Covenants ................................................ The indenture governing the new notes limits our ability to, among other things, create liens and enter into sale and leaseback transactions without equally and ratably securing the notes. See Description of New NotesCovenants. Change of Control ................................................. If we experience a change of control triggering event, each holder of the new notes will have the right to require us to purchase all or a portion of that holders new notes at 101% of the principal amount of the new notes on the date of purchase, plus any accrued and unpaid interest to the date of purchase. See Description of New Notes Repurchase at the Option of Holders Upon a Change of Control Triggering Event. Optional Redemption ............................................ We may redeem the new notes, in whole or in part, at a makewhole redemption price plus accrued interest and additional amounts as described under the heading Description of New NotesOptional Make-Whole Redemption. Book Entry; Form and Denominations ............... The new notes will be issued in the form of one or more global notes without coupons, registered in the name of a nominee of DTC, as depositary, for the accounts of its participants including Clearstream and Euroclear. The new notes will be issued in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. See Description of New NotesForm, Denomination and Title. Listing ..................................................................... Application has been made to list the new notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market. The Euro MTF Market is not a regulated

market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. However, we cannot assure you that the application will be approved. Transfer Restrictions ............................................. We have not registered, and will not register, the new notes under the Securities Act. The new notes will be subject to restrictions on transfer and may only be offered in transactions exempt from or not subject to the registration requirements of the Securities Act. See Transfer Restrictions. The notes have not been registered in Mexico with the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisin Nacional Bancaria y de Valores). Accordingly, the notes may not be offered or sold in Mexico, absent an available exemption under Article 8 of the Mexican Securities Law (Ley de Mercado de Valores). Governing Law ..................................................... State of New York. Trustee, Registrar, Paying Agent and Transfer Agent .............................................................

The Bank of New York Mellon

Luxembourg Listing Agent, Paying Agent and Transfer Agent ............................................. Risk Factors ................................................

The Bank of New York Mellon (Luxembourg) S.A. See Risk Factors beginning on page 8 in this listing prospectus for a discussion of risk factors relating to us, our business, our industry, Mexico and the notes.

RISK FACTORS Investing in the new notes involves risk. You should consider carefully the following factors, among others, as well as all other information in this listing prospectus, before making a decision about investing in the new notes. The risk factors below describe certain risks relating to our business and an investment in the new notes. Realization of these risks could materially adversely affect our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us that we currently deem to be immaterial may also materially adversely affect us and could result in the loss of all or part of your investment in the new notes. Certain of our subsidiaries are not guarantors and our obligations with respect to the new notes and the obligations of the subsidiary guarantors under the related guarantees will be effectively subordinated to all liabilities of these non-guarantor subsidiaries. The guarantors of the new notes will not include all of our subsidiaries and holders of the notes will not have any claim against those subsidiaries that are not guarantors of the notes. However, our financial information is presented on a consolidated basis. For the year ended December 31, 2011 and the three months ended March 31, 2012, our non-guarantor subsidiaries accounted for 60% and 61% of our net sales and 49% and 51% of our EBITDA, respectively. As of March 31, 2012, after giving effect to the exchange offer and the issuance of the new notes, we would have had consolidated total indebtedness of US$704 million, assuming that all old notes were tendered prior to or on the early participation date and we did not round down the amount to be issued to any tendering holder, of which US$4 million would have been indebtedness of non-guarantor subsidiaries (excluding guarantees and intercompany loans), all of which is structurally senior to the notes. Any right that we or the subsidiary guarantors have to receive assets of any of the non-guarantors subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of new notes to realize proceeds from the sale of any of those subsidiaries assets, will be effectively subordinated to the claims of any such subsidiarys creditors, including trade creditors, tax authorities and holders of debt issued by that subsidiary. In addition, payments to us by our subsidiaries may be subject to local restrictions on repatriation of earnings or currency exchange. We are subject to restrictive covenants in the instruments governing our debt that limit our flexibility in operating our business. The terms of our debt contain various covenants and other restrictions that limit our ability to engage in specified types of transactions. We are subject to various restrictive covenants under our US$150 million export prepayment credit agreement, including limitations on liens, mergers, consolidations, sales and leases, dispositions of property and on our subsidiaries making restricted payments, including dividend payments if a default or event of default under the agreement exists. Under the agreement, we are also required to maintain a minimum net worth, a minimum consolidated net interest coverage ratio and a maximum consolidated leverage ratio. In August 2011, we notified the lender under that agreement that we did not believe we would be able to meet the minimum interest coverage ratio and, in September 2011, we entered into an amendment, accession and waiver agreement that lowered the minimum interest coverage ratio through June 30, 2012. In addition, the old notes indenture and the indenture governing the notes (the new notes indenture) contain various restrictive covenants, including limitations on liens, entering into sale and leaseback transactions (in the case of the new notes indenture only) and on mergers, consolidations and related transactions. We may not be able to raise the funds necessary to finance the change of control offer required by the indenture if a Change of Control Triggering Event occurs. If a Change of Control Triggering Event (as defined in the new notes indenture) occurs, we may be required to refinance substantially all of our debt, including the notes. Under the indenture, if a Change of Control Triggering Event occurs, we must offer to buy back the notes for a price equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest to the date of repurchase. We may not have sufficient funds available

to us to make any required repurchases of the notes upon a Change of Control Triggering Event. If we fail to repurchase the notes in those circumstances, we will be in default under the new notes indenture, which may, in turn, trigger cross-default provisions in our other debt instruments. A similar provision exists in the old notes indenture. Any future debt we incur may also contain requirements to repurchase notes upon a Change of Control Triggering Event. If we or our subsidiary guarantors were to be declared bankrupt, holders of new notes may find it difficult to collect payment on the new notes. Under Mexicos Reorganization Proceeding Law (Ley de Concursos Mercantiles), if we or any of the subsidiary guarantors were declared bankrupt (quiebra) or became subject to a reorganization proceeding (concurso mercantil), our obligations under the new notes (i) would be converted into pesos and then from pesos into UDIs (instruments denominated in pesos that automatically adjust the principal amount of an obligation to the inflation rate officially recognized by Banco de Mxico) and would not be adjusted to take into account any devaluation of the peso relative to the U.S. dollar occurring after such conversion, (ii) would be satisfied at the time claims of all our creditors are satisfied, to the extent funds are sufficient, (iii) would be subject to the outcome of, and priorities recognized in, the relevant proceedings, (iv) would cease to accrue interest from the date the concurso mercantil is declared, and (v) would be subject to certain statutory preferences, including tax, social security and labor claims, and claims of secured creditors. Payments of judgments against us or the subsidiary guarantors on the new notes would be in pesos. In the event that proceedings are brought against us or the subsidiary guarantors in Mexico, either to enforce a judgment or as a result of an original action brought in Mexico, we and the subsidiary guarantors would not be required to discharge those obligations in a currency other than Mexican legal tender. Under the Monetary Law of the United Mexican States (Ley Monetaria de los Estados Unidos Mexicanos), an obligation, whether resulting from a judgment or by agreement, denominated in a currency other than Mexican legal tender, which is payable in Mexico, may be satisfied in Mexico, in Mexican legal tender at the rate of exchange in effect on the date on which payments are made. Such rate is currently determined by Banco de Mxico and published every banking day in the Federal Official Gazette (Diario Oficial de la Federacin). As a result, you may suffer a U.S. dollar shortfall if you obtain a judgment or a distribution in bankruptcy in Mexico. You should be aware that no separate action exists or is enforceable in Mexico for compensation for any shortfall. The guarantees may not be enforceable. The new notes will be fully and unconditionally guaranteed, on a joint and several basis, by certain of our subsidiaries and provide a basis for a direct claim against the subsidiary guarantors; however, it is possible that the guarantees may not be enforceable under Mexican law. While Mexican law does not prohibit the giving of guarantees and, as a result, does not prevent the guarantees from being valid, binding and enforceable against the subsidiary guarantors that are Mexican entities, in the event that a subsidiary guarantor in Mexico becomes subject to a reorganization proceeding (concurso mercantil) or to bankruptcy (quiebra), the relevant guarantee may be deemed to have been a fraudulent transfer and declared void, based upon the Mexican subsidiary guarantor being deemed not to have received fair consideration in exchange for the giving of such guarantee. The contracts governing our debt, including the notes, contain cross-default provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument. The indenture governing the notes contains certain covenants, and instruments governing our other debt also contain covenants and, in some cases, require us and our subsidiaries to meet certain financial ratios and tests. Any failure to comply with these covenants could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which may not be available to us on favorable terms, on a timely basis or at all. Alternatively, any such default could require us to sell our assets or otherwise curtail operations in order to satisfy our obligations to our creditors.

You may not be able to effect service of process on us or to enforce judgments against us in Mexican courts. We and all of our subsidiary guarantors are companies organized under the laws of Mexico. Almost all of our directors and executive officers, and the directors and executive officers of many of our subsidiary guarantors, are Mexican residents. A majority of our assets and the assets of certain of our subsidiary guarantors are located in Mexico and outside of the United States, and a majority of our net sales and the net sales of certain of our subsidiary guarantors are derived from sources in Mexico and outside of the United States. As a result, it may not be possible for investors to effect service of process outside Mexico on us or our directors or executive officers or on those subsidiary guarantors, or to enforce against such parties judgments of courts located outside Mexico predicated on civil liabilities under the laws of jurisdictions other than Mexico, including judgments predicated on the civil liability provisions of the U.S. federal securities laws or other laws of the United States. See Enforcement of Civil Liabilities. The collection of interest on interest may not be enforceable in Mexico. Mexican law does not permit the collection of interest on interest and, as a result, the accrual of default interest on past due ordinary interest accrued in respect of the new notes may be unenforceable in Mexico. There are restrictions on your ability to transfer the new notes. The new notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Such exemptions include offers and sales that occur outside the United States in compliance with Regulation S under the Securities Act and in accordance with any applicable securities laws of any other jurisdiction and sales to qualified institutional buyers as defined under Rule 144A under the Securities Act. For a discussion of certain restrictions on resale and transfer, see Transfer Restrictions. The new notes will initially not be fungible with the existing notes, and an active trading market for the new notes may not develop. The new notes will initially not be fungible with the existing notes. Until the first anniversary of the settlement date, the new notes issued pursuant to Rule 144A under the Securities Act will have different CUSIP and ISIN numbers than those of the existing notes issued on October 28, 2009 in reliance on Rule 144A under the Securities Act and will not be fungible for trading purposes with such existing notes and until 40 days after settlement date, the new notes issued in reliance on Regulation S under the Securities Act will have different CUSIP and ISIN numbers than those of the existing notes issued on October 28, 2009 pursuant to Regulation S under the Securities Act and will not be fungible for trading purposes with such existing notes. Currently there is no market for the new notes. Application is expected to be made to list the new notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market. However, even if the new notes are listed on the Euro MTF Market, we may delist the new notes if the provisions of the European Transparency Obligations Directive (2003/2004/COD) become unduly onerous or burdensome. If a market for the new notes were to develop, the new notes may trade at a discount, depending upon many factors, including prevailing interest rates, the market for similar securities, general economic conditions, the ratings assigned to our debt by credit rating agencies, the liquidity of the new notes, and our operating performance and financial condition. We cannot assure you that trading markets will develop or be maintained. We cannot assure you as to the development or liquidity of any trading market for the new notes. If an active market for the new notes does not develop or is interrupted, the market price and liquidity of the new notes may be adversely affected. Risks Related to Our Business The loss of our joint venture or any deterioration in our relationship with GE or the loss of a substantial part of our sales to GE would adversely affect our business, financial condition and results of operations.

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We operate as a joint venture with GE, which currently holds a 48.41% interest in our company. The termination of our joint venture agreement with GE, or any deterioration of our relationship with GE or any significant disagreement among our shareholders, would have an adverse effect on our business, financial condition and results of operations. Our joint venture agreement with GE does not have a fixed termination date; however, it may be terminated by mutual agreement of the parties or by either party upon a material breach and, upon a termination of the joint venture agreement, our other agreements with GE would also be terminated. See BusinessThe General Electric Joint Venture for additional information regarding the termination provisions in our joint venture agreement with GE. GE licenses to us trademarks and patents for certain of our products and provides us access to relevant technology used in the manufacture of our products. We could be unsuccessful in renewing our trademark, technology licenses and/or other agreements or arrangements with GE upon their expiration on terms equivalent to the existing ones or in forming similar alliances with other partners. As a result of our joint venture agreement, GE is our principal customer based on aggregate product sales. Our net sales attributable to GE in 2010, 2011 and the three months ended March 31, 2012, represented 25%, 21% and 23%, respectively, of our consolidated net sales. GE has the right to terminate its manufacturing agreements with us, including the 1998 Contract Manufacturing Agreement and the 2012 Dryer Manufacturing Agreement, in the absence of default by us. The termination of one or more of our manufacturing agreements with GE or any substantial reduction in our sales to GE may have a material adverse effect on our business and results of operations. We expect to stop production of Antarctica bottom freezer refrigerators and Side by Side refrigerators with GE by 2014 as a result of GEs recent termination of the 2006 Contract Manufacturing Agreement and a portion of the 1998 Contract Manufacturing Agreement. In addition, GEs rights to manufacture and sell products that we currently manufacture under our joint venture agreement is currently subject to negotiation among GE and our other shareholders and may be resolved by arbitration. Our sales may be adversely impacted by the termination of our production of the refrigerators mentioned above and would be adversely impacted by any additional terminations and, in particular, if GE manufactures and sells any products we manufactured under the joint venture agreement. Any material adverse change in GEs business or in our relationship with GE would have an adverse effect on our business, financial condition and results of operations. Changes in economic conditions could adversely affect demand for our products. A number of economic factors, affecting, among other things, gross domestic product, the availability of consumer credit, interest rates, consumer confidence and debt levels, retail trends, housing starts, sales of existing homes, the level of mortgage refinancing, and foreign currency exchange rates, generally affect demand for our products. Higher unemployment rates, higher fuel and other energy costs, and higher tax rates also adversely affect demand. The decline in economic activity and conditions in the markets in which we operate has, and may continue to, adversely affect our business, financial condition and results of operations for the foreseeable future. Global economic downturns in the Mexican, U.S. and global economies may negatively affect the demand for our products and our results of operations. The demand for our products and, consequently, our results of operations have been negatively affected by the downturns in the economy in Mexico and may be negatively affected by future downturns in the Mexican, U.S. and global economies. Such economic downturns may also subject us to increased foreign currency exchange rate, convertibility and interest rate risks and impair our results of operations and our ability to raise capital or service our debt. Such downturns could also affect the financial condition of our suppliers, which may cause some of our suppliers to seek to renegotiate supply terms with us, reduce production or file for bankruptcy protection. Furthermore, our customers may be unable to obtain financing to purchase products and may be unable to meet their payment obligations to us in the event of such future economic downturns. The occurrence of any or all of these events may adversely affect our business, financial condition and results of operations We are a holding company and depend on income from our subsidiaries.

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Controladora Mabe, S.A. de C.V., the issuer of the new notes, is a holding company that derives substantially all of its cash from its subsidiaries. Accordingly, its ability to service its indebtedness, including the new notes, will depend on cash flows generated by the operations or borrowings of its subsidiaries, as well as distributions based on its subsidiaries ability to make cash available to Controladora Mabe in the form of debt repayment, dividends or otherwise. In particular, as of March 31, 2012, Controladora Mabes subsidiary Mabe Brazil had negative equity, and the integration of our Brazilian operations has caused our fixed costs to increase during 2011, which may limit Mabe Brazils ability to pay dividends to Controladora Mabe. There can be no assurance that the financial condition of Mabe Brazil will not deteriorate further or will improve in the future. Controladora Mabes ability to receive dividends or other distributions from our subsidiaries may also be limited by current or future debt agreements and tax or corporate laws. In the event that Controladora Mabe does not receive distributions from its subsidiaries, it may be unable to make required principal and interest payments on its indebtedness, including the new notes, or honor our other obligations. Any adverse change in the financial condition or results of operations of our subsidiaries could affect our business, financial condition and results of operations, as well as our ability to make payments under the new notes. Higher cost of raw materials may increase our cost of sales and reduce our profit margins. In addition to energy, basic raw materials and components used in the manufacture of white line products include steel, nickel, copper, natural gas, gas valves, auto igniters, plastics, compressors, motors, transmissions, paint, packaging, enamel and glass. Prices of these materials are subject to significant fluctuations and they may increase in the future. If the prices of these raw materials increase, including as a result of shortages, duties, restrictions or fluctuations in exchange rates or otherwise, our cost of sales would increase and our margins would be reduced to the extent we are unable to pass on these increased costs to our customers, which may be impractical for us to do in a recessionary environment or for other reasons. We face intense competition in the home appliance industry and failure to successfully compete may negatively affect our business and financial performance. We have continually and successfully priced our products and/or introduced new products in order to increase our market share or to enter new markets. However, in each of our product lines and markets, we face intense competition from a growing number of competitors, many of which have strong consumer brand equity. Several of these competitors, such as Whirlpool, LG and Samsung are large, well-established companies that rank among the Global Fortune 150 and have demonstrated a commitment to success in the global market. Competition in the global market is based on a number of factors including performance, innovation, product features and design, quality, cost, selling price, distribution, and financial incentives, such as cooperative advertising, co-marketing funds, sales person incentives, volume rebates, and terms. In the past, our competitors, especially global competitors with low-cost sources of supply, have aggressively priced their products and/or introduced new products in order to increase market share. If we are unable to successfully compete in this highly competitive environment, our business and financial performance could be negatively affected. Environmental and health and safety laws and regulations may adversely affect us. We incur, and we expect to continue to incur, expenses relating to compliance with the current and any new environmental and health and safety laws and regulations. These costs or other effects of new or revised environmental and health and safety laws or regulations, or changes in the interpretation of existing laws and regulations, could adversely affect our business, financial condition and results of operations. Additionally, we could be subjected to future liabilities, fines or penalties or the suspension of production for failing to comply with environmental and health and safety regulations. Cleanup obligations that might arise at any of our manufacturing sites, higher compliance costs, or the imposition of more stringent environmental laws in the future could adversely affect our business, financial condition and results of operations. For more information regarding costs associated with environmental regulation, see BusinessEnvironmental Matters. Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand names, which may adversely affect our business, results of operations and financial condition.

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We have approximately 150 patents globally and numerous trademarks and licensing agreements that we consider to be a valuable aspect of our business. While we attempt to protect our intellectual property rights through patents, trademarks, copyrights and trade secret laws on a continuous basis, our failure to obtain or adequately protect our intellectual property rights, our product innovations or our manufacturing processes may substantially diminish our competitiveness and adversely affect our business. We have applied for patent protection in numerous jurisdictions with respect to certain innovations, product features and processes. We cannot assure you that the relevant governmental authority will approve any of our patent applications. Additionally, our intellectual property rights could be invalidated or others could design around our patents and the patents may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Furthermore, the laws of certain countries in which we do business do not recognize intellectual property rights or protect them to the same extent as United States law. As a result, these factors could weaken our competitive advantage with respect to our products, services and brand names in foreign jurisdiction, which could adversely affect our business. Moreover, third parties may claim that we have infringed on their intellectual property that may cover some of our technology, brand names, products and services, and we could be subject to legal claims and challenges from third parties or other manufacturers. Any such claim, litigation or proceeding regarding patents or other intellectual property could be costly and we may be subject to significant damages or injunctions against development and sale of certain products, which would adversely affect our business, results of operations and financial condition. If we are not able to access sources of funding in the future, our business, financial condition and results of operation will be adversely affected. Adverse developments in the Mexican and international credit markets, including higher interest rates, reduced liquidity or decreased interest by financial institutions in lending to us, have in the past and may in the future increase our cost of borrowing or refinancing maturing indebtedness, with adverse consequences to our financial condition and results of operations. In addition, on September 30, 2011, Standard & Poors downgraded their rating of our debt to BB+, and on February 7, 2012, Fitch Ratings downgraded their rating of our debt, including the old notes and the existing notes, to BB+. These downgrades may make it more difficult for us to obtain financing in the future at all, or at interest rates that our business can support. We cannot assure you that we will be able to refinance any indebtedness we may incur, including our short-term obligations, which could materially and adversely affect our business, financial condition and results of operations. We may incur material claims and damages relating to product liability, which would adversely affect our reputation, business and financial condition. As a distributer, marketer and manufacturer of products designed for human use, we are exposed to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event that any of our products prove to be defective, we may need to recall or redesign such products. There can be no guarantee that our insurance coverage against certain product liability claims will continue to be available on acceptable terms or that such coverage will be adequate for liabilities we incur. We may also face class action litigation related to product liabilities, which our insurance policy does not cover. A successful claim in excess of, or outside of, our available insurance coverage may have a material adverse effect on our financial performance. In addition, any claim or product recall that results in significant adverse publicity may negatively affect our business, financial condition or results of operations. Any deterioration of labor relations with our employees could adversely affect our business, financial condition and results of operations. At March 31, 2012, we had more than 22,400 employees throughout the Americas. Approximately twothirds of our employees are represented by labor unions. Our employees are affiliated with several labor unions and labor relations with each of these labor unions are governed by collective bargaining agreements which are required to be negotiated separately for each union. We cannot predict the outcome of negotiations with labor unions, including those that may result from the closing of our Montreal plant. See BusinessOur ProductsDryers for

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more information on the closing of this plant. If any significant differences or conflicts arise during such negotiations, our business, financial condition and results of operations could be adversely affected. Risks Related to Mexico and the Countries Where We Operate Adverse conditions in Mexico or in the other countries where we operate could adversely affect us. We are a Mexican company with a significant portion of our assets located in Mexico and most of our sales derived from the manufacturing of products in Mexico. Accordingly, our business may be negatively affected by the deterioration of economic and political conditions in Mexico, including, but not limited to currency fluctuations, price instability, inflation, interest rates and taxation, import/export restrictions, the imposition of foreign tariffs and other trade barriers, political, legal and economic instability, work stoppages, government price controls and the ability to collect accounts receivable. Our operations, results and financial condition are dependent in part upon the level of economic activity in Mexico, the United States and Brazil. We derived 20%, 21% and 23% of our consolidated net sales in 2011 from Mexico, the United States and Brazil, respectively. The decline in economic activity and conditions in the Mexico, the United States and the other markets in which we operate has, and may continue to, adversely affect our business, financial condition and results of operations for the foreseeable future. We cannot be certain that further contractions in these economies, as well as any adverse political events in the countries where we have operations, will not occur. We operate primarily in emerging markets countries. Despite the positive economic performance of the economies of the countries where we operate in recent years, these countries have suffered through prolonged and severe economic and political crises in the past. Any recurrence of similar crises could adversely affect our business, results of operations and financial condition. In particular, Argentina has recently experienced certain economic instability. In addition, our operations in Venezuela are subject to risks relating to the volatility of the local currency and to the foreign exchange controls imposed by the Venezuelan government. We cannot predict how future government policies in either Argentina or Venezuela will impact our business, financial condition and results of operations in those countries. Political and social events in Mexico may affect our operations. Significant changes in laws, public policies and/or regulations that affect Mexicos political, social and economic situation could adversely affect our business. Presidential elections in Mexico occur every six years. The next election will take place in July 2012. Recently, no single party has succeeded in securing a majority in the senate or the Cmara de Diputados (House of Representatives), and the absence of a clear majority by a single party could continue. The lack of alignment between the legislature and the President of Mexico could result in deadlock and prevent the timely implementation of political and economic reforms, which in turn could have a material adverse effect on Mexican economic policy and on our business. It is also possible that political uncertainty resulting from the upcoming elections may adversely affect Mexicos economic situation. Social and political instability in Mexico or other adverse social or political developments in or affecting Mexico could adversely affect our business, financial condition and result of operations, as well as market conditions and prices for our securities. These and other future developments in the Mexican political or social environment may cause disruptions to our business operations and decreases in our sales and net income. Fluctuations in the value of the currencies of the countries in which we operate relative to the U.S. dollar may have an adverse effect on us and could result in an increase in our cost of financing. Substantially all of our net sales are either denominated in or linked to the value of the U.S. dollar. However, because a portion of our cost of goods sold, including labor costs, and other operating expenses are invoiced in the currencies of the countries in which we operate and are not directly affected by the relative value of such currency to the U.S. dollar, the real appreciation or depreciation of such currency relative to the U.S. dollar may have a negative effect on our operating margins.

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With respect to Mexico, the peso dollar exchange rate is determined on the basis of the free market float and published by Banco de Mxico. There is no guarantee that Banco de Mxico will maintain its current exchange rate policy. Any change in such policy or in the exchange rate itself, as a result of market conditions over which we have no control, could have a considerable impact, either positive or negative, on our results of operations and financial condition. In spite of the fact that 26% of our consolidated net sales for 2011 were in U.S. dollars and we generally hedge our foreign currency exposure in accordance with our policy of hedging liabilities that will affect cash flow, we are still exposed to the risk that any depreciation of the currencies of the countries in which we operate or the enactment of exchange controls may limit our ability to service our indebtedness or transfer or convert such currency into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on the notes and any U.S. dollar-denominated debt that we may incur in the future, including the notes. Any such measure, if adopted, could limit our access to U.S. dollars and inhibit our ability to service our debt. Developments in Venezuela may adversely affect our business, financial condition and results of operations. Operations in Venezuela represented 3% of our consolidated net sales in 2011 and 4% of our consolidated net sales for the three months ended March 31, 2012. Our financial condition and results of operations might be negatively affected due to the fact that our sales are denominated in bolivars (Venezuelas currency), which has experienced significant volatility in recent years. In addition, Mabe Venezuela may not be able to pay dividends to us or import some of the raw materials they require as a result of the foreign exchange controls imposed by the Venezuelan government. If we cannot successfully manage the challenges of our international operations, our financial performance may suffer. For the year ended December 31, 2011, of our total consolidated net sales, we derived 21% from exports to the United States, 10% from exports to Canada, 20% from sales in Mexico, 13% from exports to the Andean Region, 23% from exports to Brazil, 4% from exports to Argentina, 5% from exports to Central America and 4% from exports to other countries. We expect that sales outside of Mexico will continue to account for a significant percentage of our net sales in the foreseeable future. Accordingly, we face numerous risks associated with conducting international operations, any of which could negatively adversely affect our business, financial condition and results of operations, including the following: the changes in the regulatory requirements of Mexico and the other countries in which we operate; import/export restrictions and the availability of required import/export licenses; the imposition of tariffs and other trade barriers; political, legal and economic instability; exchange rate fluctuations; inflation; work stoppages and disruptions in the shipping of imported and exported products; government price controls; extended payment terms and the ability to collect accounts receivable; the ability to repatriate cash to Mexico; and

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the prolonged continuation of the current global economic crisis.

Our corporate disclosure and accounting standards differ from those in the United States and elsewhere. The consolidated financial statements included in this listing prospectus are prepared using MFRS, which differ in certain material respects from U.S. GAAP and IFRS. Therefore, the presentation of Mexican financial statements and reported earnings may not be comparable to those companies whose financial statements are prepared in accordance with U.S. GAAP or IFRS. In addition, since Mabe is not a United States registrant, nor have we registered securities with Mexicos National Registry of Securities, information regarding us and our operations may not be readily available or disseminated into the market or to the public, and available information may differ from information prepared by companies which are public in the United States or information applicable and made available by companies the securities of which are registered with Mexicos National Registry of Securities or with the SEC. Accordingly, we cannot assure you as to the dissemination of information into the market regarding us or the notes, which could have an adverse effect on the market price and liquidity of the notes. Our financial information prepared under IFRS may not be comparable to our financial information prepared under MFRS. We will be reporting under IFRS for the year ended December 31, 2012, with an official IFRS adoption date of January 1, 2012. IFRS differs in certain significant respects from MFRS and U.S. GAAP. Since we are currently in the process of converting our financial statements to IFRS, it is not yet possible to determine in a definitive manner the possible effects that IFRS will have on our financial information; however, we believe that the primary impact of this accounting change on our financial statements will be (i) the revaluation of our fixed assets, which we believe will result in an increase in the value of our property, machinery and equipment and our total assets and an increase in our depreciation and amortization expense, (ii) an increase in our liabilities associated with employee benefits and (iii) an increase in our deferred income tax liabilities resulting principally from the adjustments described in (i) and (ii). An analysis of the principal differences between IFRS and MFRS and an estimate of the effect of IFRS on our consolidated opening balance sheet as of January 1, 2011, our consolidated transitional balance sheet as of December 31, 2011 and our unaudited interim balance sheet as of March 31, 2012 is set forth in Note 3 to the Annual Financial Statements and to the Interim Financial Statements included elsewhere in this listing prospectus. As a result of the adoption of IFRS, our consolidated financial information presented under IFRS for fiscal year 2012 may not be comparable to our financial information for previous periods prepared under MFRS. Moreover, the IASB standards and IFRIC interpretations used to prepare the IFRS financial information included in the Financial Statements were those issued and effective as of March 31, 2012; however, the IFRS standards and IFRIC interpretations that will be applicable at December 31, 2012, the date for reporting our first set of financial statements under IFRS, including those that will be applicable on an optional basis, may differ from those applied in preparing the IFRS financial information included herein. Changes in tax laws in the jurisdictions where we operate may adversely affect us. Latin American countries propose amendments to tax laws on a regular basis. Any change in the tax regulations in any of the markets in which we operate may have an adverse effect on our business, financial condition and results of operation. It may be difficult to enforce civil liabilities against us or our directors and executive officers. We are a sociedad annima de capital variable (a limited liability variable capital corporation) organized under the laws of Mexico. Many of our directors, executive officers and major shareholders reside outside of the United States, a significant portion of the assets of our directors, executive officers and controlling persons and substantially all of our assets are located outside of the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or to enforce against any of them or us in United States courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Mexican counsel, Daz Estrada y Facha Garca, that there is doubt as to the enforceability,

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in original actions in Mexican courts, of liabilities predicated solely on United States federal securities laws and as to the enforceability in Mexican courts of judgments of United States courts obtained in actions predicated upon the civil liability provisions of United States federal securities laws.

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DESCRIPTION OF THE NEW NOTES The new notes were issued under an Indenture dated as of October 28, 2009 (the Original Indenture) among the Issuer, the Subsidiary Guarantors and The Bank of New York Mellon, as Trustee (the Trustee), as supplemented by a Supplemental Indenture dated as of June 14, 2012 (together with the Original Indenture, the Indenture) among the Issuer, the Subsidiary Guarantors and the Trustee. The existing notes were issued on October 28, 2009 under the Original Indenture. In this description, the term Issuer refers only to Controladora Mabe, S.A. de C.V. and not to any of its Subsidiaries. The following summaries of certain provisions of the notes and the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the terms and conditions of the notes and the Indenture, including the definitions therein of certain terms. Copies of the Indenture are available at the Issuers principal executive offices, as well as at the offices of the Trustee, Registrar, Paying Agent and Transfer Agent, and at the offices of the Luxembourg Paying Agent and Transfer Agent, each as defined in the Indenture. As used herein, the term Holder or Noteholder means the person in whose name a note is registered in the register (the Register) which the Issuer shall cause the Registrar to maintain for the notes. General The new notes will be general unsecured and unconditional obligations of the Issuer. The new notes will form a single series with the existing notes (the new notes and the existing notes collectively referred to as the notes) and will have substantially the same terms and conditions as the existing notes, except that: (i) the new notes will be issued on the settlement date; (ii) interest on the new notes payable on October 28, 2012 will accrue from April 28, 2012 (the most recent interest payment date of the existing notes); and (iii) (a) until the first anniversary of the settlement date, the new notes issued pursuant to Rule 144A under the Securities Act will have different CUSIP and ISIN numbers than those of the existing notes issued on October 28, 2009 in reliance on Rule 144A under the Securities Act and will not be fungible for trading purposes with such existing notes and (b) until 40 days after settlement date, the new notes issued in reliance on Regulation S under the Securities Act will have different CUSIP and ISIN numbers than those of the existing notes issued on October 28, 2009 pursuant to Regulation S under the Securities Act and will not be fungible for trading purposes with such existing notes. The new notes will, however, vote together with the existing notes as from the settlement date. The notes will, at all times, rank pari passu in right of payment among themselves and at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer, subject to certain obligations having priority under applicable law. The notes will be unconditionally and irrevocably guaranteed on a general unsecured senior basis by each of our Subsidiary Guarantors. The existing notes were initially issued in an aggregate principal amount of US$350 million. The Issuer issued an aggregate principal amount of US$130,893,000 of new notes on the settlement date. The Issuer is entitled, without the consent of the Holders, to issue additional notes under the Indenture on the same terms and conditions (other than the original issue date and interest commencement date) and with the same CUSIP numbers as the existing notes and the new notes being offered hereby in an unlimited aggregate principal amount (the Additional Notes). The notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers and amendments. Unless the context otherwise requires, for all purposes of the Indenture and this Description of New Notes, references to the notes include any Additional Notes actually issued. As of March 31, 2012, the Issuer had consolidated total indebtedness of US$704 million, none of which was secured indebtedness. As of the same date, after giving effect to the exchange offer and the issuance of the new notes, the Issuer would have had consolidated total indebtedness of US$704 million, assuming that all old notes were tendered prior to or on the early participation date and we did not round down the amount to be issued to any tending holder, of which US$4 million would have been indebtedness of non-guarantor subsidiaries (excluding guarantees and intercompany loans).

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The new notes will bear interest at a rate of 7.875% per annum from and including April 28, 2012, payable semi-annually, in arrears, on April 28 and October 28 of each year commencing October 28, 2012 (each, an Interest Payment Date), to the person in whose name such note (or any predecessor note) is registered at the close of business on the April 15 or October 15 that precedes the respective Interest Payment Date, whether or not a Business Day. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal at the rate borne by the notes plus 1%. The notes will mature on October 28, 2019 on which date they will be redeemed at 100% of principal amount outstanding. Notwithstanding the foregoing, any interest which is payable, but which is not punctually paid or duly provided for, on any Interest Payment Date shall cease to be payable to the Holder registered on such date, and shall be payable, at the election of the Issuer, either (i) to the person in whose name such note is registered at the close of business on a special record date to be fixed by the Trustee not more than 15 nor less than 10 days prior to the date fixed by the Issuer for payment thereof or (ii) in any other lawful manner not inconsistent with the rules of any applicable securities exchange if deemed practicable by the Trustee. The Indenture does not limit the amount of Indebtedness or other obligations that may be incurred by the Issuer or its Subsidiaries. Ranking and Holding Company Structure We are a holding company and our principal assets are shares that we hold in our Subsidiaries. The notes will not be secured by any of our assets. As a result, by owning the notes, you will be one of our unsecured creditors. The notes will not be subordinated to any of our other unsecured debt obligations, except for certain obligations given priority under applicable law. In the event of a bankruptcy or liquidation proceeding against us, the notes would rank equally in right of payment with all our other unsecured and unsubordinated debt. Note Guarantees Each Subsidiary Guarantor will unconditionally guarantee the performance of all Obligations of the Issuer under the Indenture and the notes. The Obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will result in the Obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law. See Risk FactorsRisk Factors Related to the New NotesThe guarantees may not be enforceable. Each Subsidiary Guarantor will be released and relieved of its Obligations under its Note Guarantee in the event there is a Defeasance or Covenant Defeasance of the notes as described under Defeasance. Mabe, S.A. de C.V., Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V. will be the Subsidiary Guarantors. These Subsidiary Guarantors (in addition to Controladora Mabe on a standalone basis) directly accounted in aggregate for 45% of our consolidated net assets, 40% of our consolidated net sales and 51% of our consolidated EBITDA, as of and for the year ended December 31, 2011, and 42% of our consolidated net assets, 39% of our consolidated net sales and 49% of our consolidated EBITDA as of and for the three months ended March 31, 2012. Mabe, S.A. de C.V. is a 100% owned subsidiary of Controlodora Mabe, S.A. de C.V. Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V. are each 100% owned subsidiaries of Mabe, S.A. de C.V. The diagram below illustrates the relationships among the Subsidiary Guarantors:

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Controladora Mabe, S.A. de C.V.

Mabe, S.A. de C.V.

Mabe Mxico, S. de R.L. de C.V.

Leiser, S. de R.L. de C.V.

All of the Subsidiary Guarantors are operating companies. Mabe, S.A. de C.V. engages in a variety of commercial activities including, but not limited to buying, selling and managing real estate, international trade, manufacturing, research and development, the registration of intellectual property and the management of finances and securities. Mabe Mxico, S. de R.L. de C.V. engages in the manufacture, purchase, sale, import, export and other operations related to commercial, domestic, industrial or agriculture products as well as their parts and components. Leiser, S. de R.L. de C.V. engages in the manufacture, purchase, sale, import, export, maintenance and repair of all types of household gas and electric appliances as well as their parts and components. The registered address of each Subsidiary Guarantor is: Paseo de las Palmas 100, Colonia Lomas de Chapultepec, Ciudad de Mexico, Distrito Federal, Postal Code 11000, Mexico. Not all of our Subsidiaries will guarantee the notes. The Subsidiary Guarantors will waive the right to any defenses to which any of them may be entitled under applicable Mexican law. In the event of a bankruptcy, liquidation or reorganization of our non-guarantor Subsidiaries, such non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. See Risk FactorsRisk Factors Related to the New NotesCertain of our subsidiaries are not guarantors and our obligations with respect to the notes and the obligations of the subsidiary guarantors under the guarantees will be effectively subordinated to all liabilities of these non-guarantor subsidiaries. Methods of Receiving Payments on the Notes Payments on the notes may be made, in the case of DTC or a Holder of US$1,000,000 or more in aggregate principal amount of notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving notice to the Issuer to such effect respecting such account no later than 30 days immediately preceding the relevant due date for payment. All other payments on the notes will be made at the office or agency of the Paying Agent within the City and State of New York in the United States or at the office of the Paying Agent in Luxembourg unless the Issuer elects to make interest payments by check mailed to the Holders at their address set forth in the Register. Paying Agent and Registrar for the Notes The Trustee will initially act as Paying Agent and Registrar. The Bank of New York Mellon (Luxembourg) S.A. will also initially act as Paying Agent and Transfer Agent in Luxembourg. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the notes. Transfer and Exchange A Holder may transfer or exchange notes in accordance with the provisions of the Indenture. The Issuer, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Any transfer documents will be available at the Issuers principal executive offices, as well as at the offices of the Trustee, Registrar, Paying Agent and Transfer Agent, and at the offices of the Luxembourg Paying Agent and Transfer Agent. Holders will be required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any notes selected for redemption. Also, the Issuer is not required to transfer or exchange any notes for a period of 15 days before a selection of notes to be redeemed.

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Optional Make-Whole Redemption Except as described below, the notes are not redeemable at the Issuers option. The Issuer is not, however, prohibited from acquiring the notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the Indenture. The notes will be redeemable, at any time and from time to time, in whole or in part, at the Issuers option at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the redemption date) discounted to that redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on the principal amount of the notes being redeemed to, but not including, the date of redemption and any Additional Amounts (as defined below) payable in respect of such interest. Notwithstanding the foregoing, payments of interest on the notes will be payable to the Holders of those notes registered as such at the close of business on the relevant record dates according to the terms and provisions of the Indenture. In connection with such optional redemption, the following defined terms apply: Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes. Comparable Treasury Price means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding that redemption date, as set forth in the daily statistical release designated H.15(519) (or any successor release) published by the Federal Reserve Bank of New York and designated Composite 3:30 p.m. Quotations for US Government Securities or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, the average of the Reference Treasury Dealer Quotations for that redemption date. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Issuer to act as the Independent Investment Banker. Reference Treasury Dealer means Banc of America Securities LLC and HSBC Securities (USA) Inc., or their respective affiliates which are primary United States government securities dealers; provided, however, that if any of the foregoing shall cease to be a primary US Government securities dealer in New York City (a Primary Treasury Dealer), the Issuer shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third Business Day preceding that redemption date. Remaining Scheduled Payments means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date. Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption unless the Issuer defaults in the payment of the redemption

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price. The Issuer will publish such notices in a leading newspaper of general circulation in Luxembourg, which is expected to be the Luxemburger Wort, for so long as the notes are listed on the Euro MTF Market, and so long as it is required by the rules of such exchange. Additionally, the Issuer may choose to have notice of redemption made on the Luxembourg Stock Exchanges website www.bourse.lu. Upon presentation of any note redeemed in part only, the Issuer will execute and the Trustee will authenticate and deliver to us on the order of the Holder thereof, at the Issuers expense, a new note or notes, of authorized denominations, in principal amount equal to the unredeemed portion of the note so presented. The Issuer may at any time purchase notes in the open market or otherwise at any price. Any notes that are redeemed or purchased by the Issuer will be cancelled and may not be reissued or resold. Withholding Tax Redemption The notes are subject to redemption (Withholding Tax Redemption) at any time (a Withholding Tax Redemption Date), as a whole but not in part, at the election of the Issuer, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to and including the Withholding Tax Redemption Date (the Withholding Tax Redemption Price) and any Additional Amounts payable in respect of such interest if, as a result of (i) any amendment to or change in the laws or rules of Mexico, or any political subdivision or taxing authority thereof or therein affecting taxation, or (ii) any amendment to or change in the generally applicable regulations or official publicly disclosed interpretations relating to such laws, rules or regulations made by the legislative branch or any competent governmental authority of Mexico, or any political subdivision or taxing authority thereof or therein, which amendment or change is enacted and becomes effective, or which interpretation is announced and becomes effective, in each case, after the date of the Original Indenture, the Issuer has become required to pay any Additional Amounts in excess of those attributable to Taxes (as defined below) that are imposed and withheld at a rate of 10% on or from any payments of interest under the notes. The current withholding tax rate with respect to the notes is 4.9%. This tax is withheld in Mexico, but will be paid by the Issuer or an applicable Subsidiary Guarantor in order that the net amounts receivable by the Holders after such withholding shall equal the respective amounts which would have been receivable in respect of the notes in the absence of such withholding in accordance with the terms described under Additional Amounts and Taxation Mexican Federal Taxation. The election of the Issuer to redeem the notes shall be evidenced by a certificate (a Withholding Tax Redemption Certificate) of a financial officer of the Issuer, which certificate shall be delivered to the Trustee. The Issuer shall, not less than 30 days nor more than 90 days prior to the Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding Tax Redemption Date and of all other information necessary to the giving by the Trustee of notices of such Withholding Tax Redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Issuer in the Withholding Tax Redemption Certificate and shall be under no duty to check the accuracy or completeness thereof. Such notice shall be irrevocable and upon its delivery the Issuer shall be obligated to make the payment or payments to the Trustee referred to therein at least two Business Days prior to such Withholding Tax Redemption Date. Notice of Withholding Tax Redemption shall be given by the Trustee to the Holders, in accordance with the provisions under Notices, upon the mailing by first-class postage prepaid to each Holder at the address of such Holder as it appears in the Register not less than 15 days nor more than 90 days prior to the Withholding Tax Redemption Date. The notice of Withholding Tax Redemption shall state: the Withholding Tax Redemption Date; the Withholding Tax Redemption Price; the sum of all other amounts due to the Holders under the notes and the Indenture; that on the Withholding Tax Redemption Date the Withholding Tax Redemption Price will become due and payable upon each such note to be redeemed; and

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the place or places where the notes to be redeemed are to be surrendered for payment of the Withholding Tax Redemption Price.

Notice of Withholding Tax Redemption having been given as aforesaid, the notes to be redeemed shall, on the Withholding Tax Redemption Date, become due and payable at the Withholding Tax Redemption Price. Upon surrender of any such notes for redemption in accordance with such notice, such notes shall be paid by the Paying Agent on behalf of the Issuer on the Withholding Tax Redemption Date; provided, however, that money sufficient therefor has been deposited with the Trustee for the Holders. Notwithstanding anything to the contrary herein or in the Indenture or in the notes, if a Withholding Tax Redemption Certificate has been delivered to the Trustee and the Issuer shall have paid to the Trustee for the benefit of the Holders (i) the Withholding Tax Redemption Price and (ii) all other amounts due to the Holders and the Trustee under the notes and the Indenture, then neither the Holders nor the Trustee on their behalf shall any longer be entitled to exercise any of the rights of the Holders under the notes other than the rights of the Holders to receive payment of such amounts from the Paying Agent, and the occurrence of an Event of Default, whether before or after such payment by the Issuer to the Trustee for the benefit of the Holders, shall not entitle either the Holders or the Trustee on their behalf after such payment to declare the principal of any notes then outstanding to be due and payable on any date prior to the Withholding Tax Redemption Date. The funds paid to the Trustee shall be used to redeem the notes on the Withholding Tax Redemption Date. Additional Amounts All payments of principal of, and premium, if any, and interest on the notes by the Issuer or the Subsidiary Guarantors will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by any jurisdiction in which the Issuer, or an applicable Subsidiary Guarantor is organized or resident for tax purposes or through which payment is made, or any political subdivision or taxing authority thereof or therein (Taxes), unless the withholding or deduction of such Taxes is required by law. In that event, the Issuer or an applicable Subsidiary Guarantor will pay such additional amounts (Additional Amounts) as may be necessary in order that the net amounts receivable by the Holders after such withholding or deduction shall equal the respective amounts which would have been receivable in respect of the notes in the absence of such withholding or deduction, which Additional Amounts shall be due and payable when the amounts to which such Additional Amounts relate are due and payable, except that no such Additional Amounts shall be payable with respect: (i) to any Taxes which would not have been imposed but for the existence of any present or former connection between the Holder or beneficial owner of the note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, corporation or partnership) and the relevant taxing jurisdiction (or any political subdivision or territory or possession thereof or area subject to its jurisdiction) including, without limitation, such Holder or beneficial owner or such fiduciary, settlor, beneficiary, member, shareholder or possessor (x) being or having been a citizen or resident thereof, (y) having had a permanent establishment or branch therein, or (z) being or having been present or engaged in a trade or business therein other than the mere holding of such note or the receipt of any amounts due in respect thereof; (ii) to any estate, inheritance, gift, sales, stamp, transfer or personal property Taxes;

(iii) to any Taxes that are imposed on, or withheld or deducted from, payments made to the Holder or beneficial owner of a note to the extent such Taxes would not have been so imposed, deducted or withheld but for the failure by such Holder or beneficial owner of such note to comply with any certification, identification, information or other reporting requirement concerning the nationality, residence, identity or connection with Mexico or the relevant taxing jurisdiction of the Holder or beneficial owner of such note if (x) such compliance is required or imposed by a statute, treaty, regulation or rule in order to make any claim for exemption from, or reduction in the rate of, the imposition, withholding or deduction of any Taxes, and (y) at least 60 days prior to the first payment date with respect to which the

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Issuer shall apply this clause (iii), the Issuer shall have notified all the record Holders of notes as of the date of notification, in writing, that such Holders or beneficial owners of the notes will be required to provide such information or documentation; (iv) to or on behalf of a holder of a note in respect of Taxes that would not have been imposed but for the presentation of such note by such Holder for payment on a date more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the holder of such note would have been entitled to Additional Amounts in respect of such Taxes on presenting such note for payment on any date during such 15-day period; or (v) to any combination of (i), (ii), (iii) or (iv) above (the Taxes described in clauses (i) through (iv), for which no Additional Amounts are payable, are hereinafter referred to as Excluded Taxes). Notwithstanding the foregoing, the limitations on the Issuers and the Subsidiary Guarantors obligation to pay Additional Amounts set forth in clause (iii) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (iii) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a note (taking into account any relevant differences between U.S. and Mexican law, rules, regulations or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9) or (b) Article 195, Section II, of the Mexican income tax law (or a substantially similar successor of such Article) is in effect, unless the provision of the information, documentation or other evidence described in clause (iii) is expressly required by statute, regulation or rule in order to apply Article 195, Section II, of the Mexican income tax law (or a substantially similar successor of such Article), the Issuer or an applicable Subsidiary Guarantor cannot obtain such information, documentation or other evidence on its own through reasonable diligence and the Issuer or an applicable Subsidiary Guarantor otherwise would meet the requirements for application of Article 195, Section II, of the Mexican income tax law (or such successor of such Article). In addition, such clause (iii) shall not be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial institution or any other Holder register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax or to require that a Holder or beneficial owner certify or provide information concerning whether it is or is not a taxexempt pension or retirement fund. At least 30 days prior to each date on which any payment under or with respect to the notes is due and payable, if the Issuer or any Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to such payment (other than Additional Amounts payable on the date of the Original Indenture), the Issuer will deliver to the Trustee an Officers Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever either in the Indenture or in this listing prospectus there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. In the event that the Issuer has become or would become required to pay any Additional Amounts in excess of those attributable to Taxes that are imposed and withheld at a rate of 10% or more as a result of certain changes affecting Mexican tax laws, the Issuer may redeem all, but not less than all, of the notes, at any time at 100% of the principal amount, together with accrued and unpaid interest thereon, if any, to the redemption date. See Withholding Tax Redemption. The Issuer will provide the Trustee with documentation evidencing the payment of Mexican taxes in respect of which the Issuer or any Subsidiary Guarantor has paid any Additional Amounts. Copies of such documentation will be made available to the Holders or the Paying Agent, as applicable, upon request therefor. In addition, the Issuer will pay any stamp, issue, registration, documentary or other similar taxes and other duties (including interest and penalties) (a) payable in Mexico or the United States (or any political subdivision of either jurisdiction) in respect of the creation, issue and offering of the notes, and (b) payable in Mexico (or any

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political subdivision thereof) in respect of the subsequent redemption or retirement of the notes (other than, in the case of any subsequent redemption or retirement, Excluded Taxes; except for this purpose, the definition of Excluded Taxes will not include stamp or transfer Taxes defined in clause (ii) thereof). Repurchase at the Option of Holders Upon a Change of Control Triggering Event Upon the occurrence of a Change of Control Triggering Event, each Holder of notes will have the right to require the Issuer to repurchase all or any part of such Holders notes pursuant to the offer described below (the Change of Control Offer) at a purchase price (the Change of Control Purchase Price) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any Change of Control Triggering Event, the Issuer shall: (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and (b) send, by courier, with a copy to the Trustee, to each Holder of notes, at such Holders address appearing in the Register, a notice stating: that a Change of Control Triggering Event has occurred and a Change of Control Offer is being made pursuant to the covenant entitled Repurchase at the Option of Holders Upon a Change of Control Triggering Event and that all notes timely tendered will be accepted for payment; the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (such specified date, the Change of Control Payment Date); the circumstances and relevant facts regarding the Change of Control Triggering Event; and the procedures that Holders of notes must follow in order to tender their notes (or portions thereof) for payment, and the procedures that Holders of notes must follow in order to withdraw an election to tender notes (or portions thereof) for payment.

The Issuer will publish such notices in a leading newspaper of general circulation in Luxembourg, which is expected to be the Luxemburger Wort, for so long as the notes are listed on the Euro MTF Market and so long as it is required by the rules of such exchange. On the Business Day immediately preceding the Change of Control Payment Date, the Issuer will deposit with the paying agent funds in an amount equal to the Change of Control Purchase Price in respect of all notes or portions thereof so tendered. The Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described above, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance. The Issuers obligation to make an offer to repurchase the notes as a result of a Change of Control Triggering Event may be waived or modified at any time prior to the occurrence of such Change of Control

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Triggering Event with the written consent of the holders of a majority in principal amount of the notes. See Amendments and Waivers. Covenants The Indenture provides that the following restrictive covenants will be applicable to the Issuer and its Subsidiaries. Limitation on Liens The Issuer will not, nor will it permit any Subsidiary to, issue, assume or suffer to exist any Indebtedness or Guarantee, if such Indebtedness or Guarantee is secured by a Lien upon any Operating Property of the Issuer or any Subsidiary, unless, concurrently with the issuance or assumption of such Indebtedness or Guarantee or the creation of such Lien, the notes shall be secured equally and ratably with (or prior to) such Indebtedness or Guarantee; provided, however, that the foregoing restriction shall not apply to: (i) any Lien on (A) any Operating Property acquired, constructed, developed, extended or improved by the Issuer or any Subsidiary (singly or together with other Persons) after the date of the Original Indenture or any property reasonably incidental to the use or operation of such Operating Property (including any real property on which such Operating Property is located), or (B) any shares or other ownership interest in, or any Indebtedness of, any Person which holds, owns or is entitled to such property, products, revenue or profits, in each of cases (A) and (B) to the extent such Lien is created, incurred or assumed (x) during the period such Operating Property was being constructed, developed, extended or improved, or (y) contemporaneously with, or within 270 days after, such acquisition or the completion of such construction, development, extension or improvement in order to secure or provide for the payment of all or any part of the purchase price or other consideration of such Operating Property or the other costs of such acquisition, construction, development, extension or improvement (including costs such as escalation, interest during construction and financing and refinancing costs); (ii) any Lien on any Operating Property existing at the time of acquisition thereof and which (a) is not created as a result of or in connection with or in anticipation of such acquisition and (b) does not attach to any other Operating Property other than the Operating Property so acquired; (iii) any Lien on any Operating Property acquired from a Person which is merged with or into the Issuer or any Subsidiary or any Lien existing on Operating Property of any Person at the time such Person becomes a Subsidiary, in either such case which (a) is not created as a result of or in connection with or in anticipation of any such transaction and (b) does not attach to any other Operating Property other than the Operating Property so acquired; (iv) any Lien which secures Indebtedness or a Guarantee owing by a Subsidiary to the Issuer or any other Subsidiary; (v) any Lien existing on the date the Original Indenture; or

(vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (1) through (5) inclusive; provided, however, that the principal amount of Indebtedness or Guarantee secured thereby shall not exceed the principal amount of Indebtedness or Guarantee so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing, the Issuer or any Subsidiary may issue or assume Indebtedness or a Guarantee secured by a Lien which would otherwise be prohibited under the provisions of the Indenture described in this section or enter into a Sale and Leaseback Transaction that would otherwise be prohibited by the provision of the Indenture described under Sale and Leaseback; provided, however, that the aggregate amount of such

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Indebtedness, Guarantee or Attributable Value of such Sale and Leaseback Transactions of the Issuer and its Subsidiaries (without duplication) together with the aggregate amount (without duplication) of Indebtedness, Guarantees or Attributable Value from Sale and Leaseback Transactions as described below outstanding at such time that was previously incurred pursuant to this paragraph by the Issuer and its Subsidiaries, shall not exceed the greater of US$200,000,000 and 10% of Consolidated Tangible Assets. Sale and Leaseback The Issuer will not, nor will it permit any Subsidiary to, enter into any Sale and Leaseback Transactions with respect to any Operating Property, without effectively providing that the notes will be secured equally and ratably with such Sale and Leaseback Transaction, unless after giving effect thereto: (i) the Issuer or such Subsidiary would be entitled pursuant to the provisions of the Indenture described above under Limitation on Liens to issue or assume Indebtedness or a Guarantee (in an amount equal to the Attributable Value with respect to such Sale and Leaseback Transactions) secured by a Lien on such Operating Property without equally and ratably securing the notes; or (ii) the Issuer or such Subsidiary shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined in good faith by the board of directors of the Issuer) of the Operating Property so leased (A) to the retirement, within 12 months after the effective date of such Sale and Leaseback Transaction, of (i) Indebtedness of the Issuer ranking at least on a parity with the notes or (ii) Indebtedness of any Subsidiary of the Issuer, in each case owing to a Person other than the Issuer of any Affiliate of the Issuer, or (B) to the acquisition, purchase, construction, development, extension or improvement of any fixed or capital assets or other real and tangible property, plant or equipment of the Issuer or that of any Subsidiary to be used by or for the benefit of the Issuer or any Subsidiary, in each case, in the ordinary course of business. Consolidation, Merger, Sale or Conveyance The Issuer and each Subsidiary Guarantor may not, and the Issuer will not cause or permit any Subsidiary Guarantor to, consolidate with or merge into, or convey or transfer its properties and assets substantially as an entirety to, any Person other than the Issuer or a Subsidiary Guarantor, unless (i) the successor Person shall be a corporation or limited liability company or similar entity organized and existing under the laws of Mexico or the United States (or any State thereof or the District of Columbia) or any country that is a member of the European Union and shall expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and interest on all the outstanding notes or obligations under the Note Guarantee as applicable, and the performance of every covenant in the Indenture on the part of the Issuer or the Subsidiary Guarantor, as the case may be, to be performed or observed, (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officers Certificate and opinion of counsel from each of the United States and Mexico stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the foregoing provisions relating to such transaction. In case of any such consolidation, merger, conveyance or transfer (other than a lease), such successor corporation or limited liability company or similar entity will succeed to and be substituted for the Issuer or the Subsidiary Guarantor, as the case may be, as obligor on the notes, with the same effect as if it had been named in the Indenture as such obligor or Subsidiary Guarantor. For purposes of this covenant, the conveyance or transfer of all the property of one or more Subsidiaries of the Issuer which property, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all the property of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Issuer. Certain Definitions The following terms have the following definitions in the Indenture:

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Affiliate means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms controlling, controlled by and under common control with have correlative meanings. Attributable Value means as to any particular lease under which the Issuer or any Subsidiary is at any time liable as lessee and any date as of which the amount thereof is to be determined, the total net obligation of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the interest rate inherent in such lease (as determined in good faith by the Issuer in accordance with generally accepted financial practice). Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York or Mexico. Capital Stock means: (1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such Person; (2) with respect to any Person that is not a corporation, any and all partnership or other equity or ownership interests of such Person; and (3) any warrants, rights or options to purchase any of the instruments or interests referred to in clause (1) or (2) above. Change of Control means, at any time, either (i) General Electric Company or any successor thereto ceases to own, directly or indirectly, at least 34% of the Voting Stock of the Issuer or (ii) the Joint Venture Agreement, dated as of May 20, 1987, between General Electric Company and certain direct and indirect shareholders of the Issuer, as amended, modified or supplemented from time to time, shall at any time be cancelled, terminated or no longer in full force and effect. Change of Control Triggering Event means the occurrence of a Change of Control. Consolidated Tangible Assets means, as of any date of determination, the total amount of assets of the Issuer and its consolidated Subsidiaries less Intangible Assets of the Issuer and its consolidated Subsidiaries, according to MFRS, as of the end of the fiscal year immediately preceding such date. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto. Guarantee means any obligation, contingent or otherwise (including an aval), of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, direct or indirect, contingent or otherwise, or entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term Guarantee used as a verb has a corresponding meaning. The term Guarantee shall not apply to a guarantee of intercompany Indebtedness among the Issuer and the Subsidiaries or among the Subsidiaries. Indebtedness means, with respect to any Person (without duplication) (a) any obligation of such Person (1) for borrowed money, under any reimbursement obligation relating to a letter of credit (other than letters of credit payable to suppliers in the ordinary course of business), under any reimbursement obligation relating to a financial bond or under any reimbursement obligation relating to a similar instrument or agreement, (2) for the payment of money relating to any obligations under any capital lease of real or personal property, or (3) under any agreement or instrument in respect of an interest rate or currency swap, exchange or hedging transaction or other financial derivatives transaction (other than (i) any such agreements or instruments directly related to Indebtedness otherwise incurred in compliance with the Indenture and (ii) any such agreements as are entered into in the ordinary course of business and are not for speculative purposes or the obtaining of credit); and (b) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clause (a) above. For the purpose of determining any particular amount of Indebtedness under this

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definition, Guarantees of (or obligations with respect to letters of credit) Indebtedness otherwise included in the determination of such amount shall not be included. Intangible Assets means, with respect to the Issuer and its consolidated Subsidiaries, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, write-ups of assets over their carrying value at the end of each fiscal year, and all other items which would be treated as intangibles on the balance sheet of the Issuer and its consolidated Subsidiaries (except unamortized debt discount and expense), according to MFRS. Issue Date means October 28, 2009, the first date of issuance of notes under the Indenture. Lien means any mortgage, pledge, lien or security interest. MFRS means accounting principles in accordance with Mexican Financial Reporting Standards. Note Guarantee means any guarantee of the Issuers Obligations under the notes and the Indenture provided by a Subsidiary Guarantor pursuant to the Indenture. Obligations means, with respect to any Indebtedness any principal, interest (including, without limitation, post-petition interest), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing such Indebtedness, including in the case of the notes and the Note Guarantees, the Indenture. Operating Property means, as of any date of determination, any real and tangible property owned by the Issuer or any Subsidiary that constitutes all or any part of any manufacturing facility, warehouse or distribution center and is used in the ordinary course of its business, other than any such property which, individually or, in the case of a series of related transactions, in the aggregate, in the good faith opinion of the board of directors, is not of material importance to the business conducted or assets owned by the Issuer and its Subsidiaries taken as a whole. Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. Sale and Leaseback Transaction means an arrangement relating to property now owned or hereafter acquired by the Issuer or any Subsidiary whereby the Issuer or Subsidiary transfers such property with the intention of taking back a lease pursuant to which rental payments are calculated to amortize the purchase price of such property substantially over the useful life thereof and the Issuer or such Subsidiary leases for a period greater than three years from such Person, other than leases between the Issuer and a Subsidiary or between Subsidiaries. Significant Subsidiary means a Subsidiary of the Issuer constituting a Significant Subsidiary of the Issuer in accordance with Rule 1-02(w) of Regulation S-X under the Exchange Act in effect on the date hereof, except that all references to 10% in Rule 1-02(w) are replaced with 5%. Subsidiary means any corporation or other business entity of which the Issuer owns or controls (either directly or through one or more other Subsidiaries) more than 50% of the issued share capital or other ownership interests, in each case having ordinary voting power to elect or appoint directors, managers or trustees of such corporation or other business entity (whether or not capital stock or other ownership interests or any other class or classes shall or might have voting power upon the occurrence of any contingency). Subsidiary Guarantor means each of Mabe, S.A. de C.V., Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V. Voting Stock means Capital Stock of any Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right to vote has been suspended by the happening of such a contingency. Highly Leveraged Transactions The Indenture does not include any debt covenants or other provisions which afford Holders of the notes protection in the event of a highly leveraged transaction. Reporting Requirements

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The Issuer will provide the Trustee and the Trustee will provide the Holders with: (i) annual financial statements audited by an internationally recognized firm of independent public accountants within 150 days of the end of each fiscal year, and quarterly financial statements within 60 days of the end of each of the first three fiscal quarters of each fiscal year, in each case for the Issuer and its Subsidiaries. These annual and quarterly financial statements will be prepared in accordance with MFRS and such annual financial statements will be accompanied by a summary management discussion on the results of operations of the Issuer and its Subsidiaries for the periods presented. English translations of any of the foregoing documents prepared in another language will be provided; and (ii) copies (including English translations of documents in other languages) of all public filings made by the Issuer with any stock exchange or securities regulatory agency within ten days after filing. In addition, so long as the notes are listed on the Euro MTF Market, the Issuer will make available the information specified in subparagraphs (i) and (ii) above at the specified office of the Luxembourg Paying Agent for the notes. Available Information The Issuer shall take all action necessary to provide information to permit resales of the notes pursuant to Rule 144A under the Securities Act, including furnishing to any Holder of a note or beneficial interest in a global note, or to any prospective purchaser designated by such Holder, upon request of such Holder, financial and other information required to be delivered under Rule 144A(d)(4) (as amended from time to time and including any successor provision) unless, at the time of such request, the Issuer is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from time to time and including any successor provision). Other Covenants The Indenture contains certain other covenants relating to, among other things, the maintenance of corporate existence and maintenance of books and records. Copies of the Indenture are available at the offices of the Issuer, the Trustee and the Luxembourg Paying Agent and Transfer Agent. Events of Default The Indenture provides that each of the following events constitutes an Event of Default with respect to the notes: (i) default in the payment of the principal of any note after any such principal becomes due in accordance with the terms thereof, upon redemption or otherwise; or default in the payment of any interest in respect of such notes if such default continues for 30 days after any such interest becomes due in accordance with the terms thereof; (ii) failure to observe or perform any other term, agreement, covenant, warranty or obligation contained in the notes or the Indenture not otherwise expressly included as an Event of Default in (i) above, and such failure continues for 60 days after notice, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the outstanding notes, specifying such failure and requiring it to be remedied and stating that such notice constitutes a notice of default under the Indenture; (iii) the Issuer or any of its Significant Subsidiaries shall fail to pay when due (whether at maturity, upon redemption or acceleration or otherwise) the principal of any Indebtedness in excess, individually or in the aggregate, of US$20,000,000 (or the equivalent thereof in other currencies), if such

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failure shall continue for more than the original period of grace, if any, applicable thereto and the period for payment has not been expressly extended; (iv) a decree or order by a court having jurisdiction shall have been entered adjudging the Issuer or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, concurso mercantil or quiebra of or by the Issuer or any of its Significant Subsidiaries and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or conciliador or for the liquidation or dissolution of the Issuer or any of its Significant Subsidiaries, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 120 days; provided, however, that any Significant Subsidiary may be liquidated or dissolved if, pursuant to such liquidation or dissolution, all or substantially all of its assets are transferred to the Issuer or another Significant Subsidiary of the Issuer; (v) the Issuer or any of its Significant Subsidiaries shall institute any proceeding to be adjudicated as voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, concurso mercantil or quiebra, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or conciliador or trustee or assignee in bankruptcy or insolvency of it or its property; (vi) failure by the Issuer or any of its Significant Subsidiaries to pay one or more final judgments against any of them, aggregating US$20,000,000 or more, which judgment(s) are not paid, discharged or stayed for a period of 60 days or more; or (vii) except as permitted by the Indenture, any Note Guarantee is held to be unenforceable or invalid in a judicial proceeding or ceases for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, denies or disaffirms such Subsidiary Guarantors obligations under its Note Guarantee. If an Event of Default specified in clause (iv) or (v) above shall occur, the maturity of all outstanding notes shall automatically be accelerated and the principal amount of the notes, together with accrued interest thereon, shall be immediately due and payable. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the notes then outstanding may, by written notice to the Issuer (and to the Trustee if given by Holders), declare the principal amount of the notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been cured before such right is exercised. Any such declaration may be annulled and rescinded by written notice from the Trustee or the Holders of a majority of the aggregate principal amount of the notes then outstanding to the Issuer if all amounts then due with respect to the notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the notes are cured. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case the Issuer shall fail to comply with its obligations under the Indenture or the notes and such failure shall be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity satisfactory to it. The Holders of a majority in aggregate principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, to the extent such action does not conflict with the provisions of the Indenture or applicable law. No Holder of any note will have any right to institute any proceeding with respect to the Indenture or the notes or for any remedy thereunder, unless (i) such Holder has previously given to the Trustee written notice of a continuing Event of Default and (ii) the Holders of at least 25% in aggregate principal amount of the outstanding notes shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee, (iii) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it, (iv) the Trustee for 60 days after receipt of such notice has failed to institute any such proceeding and (v) no

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direction inconsistent with such request shall have been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding notes. However, such limitations do not apply to a suit individually instituted by a Holder of a note for enforcement of payment of the principal of, or interest on, such note on or after respective due dates expressed in such note. Currency Indemnity The Issuer and each Subsidiary Guarantor will pay all sums payable under the Indenture or the notes solely in U.S. Dollars. Any amount that a Holder receives or recovers in a currency other than U.S. Dollars in respect of any sum expressed to be due to such Holder from the Issuer or any Subsidiary Guarantor will only constitute a discharge to us to the extent of the U.S. Dollar amount which the Holder is able to purchase with the amount received or recovered in that other currency on the date of the receipt or recovery or, if it is not practicable to make the purchase on that date, on the first date on which the Holder is able to do so. If the U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to a Holder under any note, the Issuer and the Subsidiary Guarantors will jointly and severally indemnify the Holder against any loss the Holder sustains as a result. In any event, the Issuer and the Subsidiary Guarantors will jointly and severally indemnify a Holder against the cost of making any purchase of U.S. Dollars. For the purposes of this paragraph, it will be sufficient for a Holder to certify in a satisfactory manner that such Holder would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount received in that other currency on the date of receipt or recovery or, if it was not practicable to make the purchase on that date, on the first date on which the Holder were able to do so. In addition, the Holder will also be required to certify in a satisfactory manner the need for a change of the purchase date. The indemnities described above: (i) constitute a separate and independent obligation from the other obligations of the Issuer and the Subsidiary Guarantors; (ii) (iii) will give rise to a separate and independent cause of action; will apply irrespective of any indulgence granted by any Holder; and

(iv) will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any note. Defeasance The Issuer may at any time terminate all of its Obligations with respect to the notes (Defeasance), except for certain Obligations, including those regarding any trust established for a Defeasance, to replace mutilated, destroyed, lost or stolen notes and to maintain agencies in respect of notes. The Issuer may at any time terminate its Obligations under the Indenture with respect to the covenants described above under Covenants (other than the covenant described under Covenants Consolidation, Merger, Sale or Conveyance), and any omission to comply with such Obligations shall not constitute a Default with respect to the notes issued under the Indenture (Covenant Defeasance). In order to exercise either Defeasance or Covenant Defeasance, the Issuer must irrevocably deposit in trust, for the benefit of the Holders of the notes, with the Trustee money or U.S. government obligations, or a combination thereof, in such amounts as will be sufficient to pay the principal of and interest on such notes to the redemption date specified by the Issuer in accordance with the terms of the Indenture without reinvestment and comply with certain other conditions, including: (i) to exercise Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Defeasance and will be subject to U.S.

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federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred; and (ii) to exercise Covenant Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that the holders of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. Notices From and after the date the notes are listed on the Euro MTF Market, and so long as it is required by the rules of such exchange, all notices to Holders of notes will be published in English: (i) in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort); or (ii) if such Luxembourg publication is not practicable, on the website of the Luxembourg Stock Exchange (http://www.bourse.lu/Accueil.jsp) or in one other leading English language newspaper being published on each day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Notices shall be deemed to have been given on the date of publication as aforesaid or, if published on different dates, on the date of the first such publication. In addition, notices will be mailed to Holders of notes at their registered addresses. Amendments and Waivers The Indenture may be amended by the Trustee and the Issuer for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein, to conform the text of the Indenture, the notes or the Note Guarantees to any provision of this Description of New Notes to the extent that such provision in this Description of New Notes was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the notes, to provide for the assumption of the Issuers obligations under the Indenture and the notes as permitted under the Indenture, to release a Subsidiary Guarantor in accordance with the terms of the Indenture, or in any manner which may be deemed necessary or desirable and which shall not adversely affect the interests of any of the Holders of the notes in any material respect, to all of which each Holder of the notes shall, by acceptance thereof, consent. Modification and amendments to the Indenture or to the terms and conditions of the notes may also be made, and future compliance therewith or past default by the Issuer (other than a default in the payment of any amount, including in connection with a redemption, due on the notes or in respect of covenant or provision which cannot be modified and amended without the consent of the Holders of all notes so affected) may be waived, either with the written consent (including consents obtained in connection with a tender offer or exchange offer for the notes) of the Holders of at least a majority in aggregate principal amount of outstanding notes, or by the adoption of resolutions at a meeting of Holders of the notes by the Holders of at least a majority in aggregate principal amount of the outstanding notes; provided, however, that no such modification or amendment to either the Indenture or to the terms and conditions of the notes may, without the consent or the affirmative vote of the Holder of each note so affected, that would: (i) change any installment of interest with respect to any note or reduce the principal amount of or interest with respect to any note; (ii) change cash prices at which the notes may be redeemed by the Issuer;

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(iii) reduce the premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the notes must be repurchased pursuant to such Change of Control Offer; (iv) change the currency in which, or change the required place at which, payment with respect to principal of or interest with respect to the notes is payable; or (v) change the time at which any note may be redeemed; or reduce the above-stated percentage of principal amount outstanding notes required to modify or amend the Indenture or the terms or conditions of the notes or to waive any future compliance or past default. Governing Law; Jurisdiction The notes and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York. The Issuer and the Subsidiary Guarantors have consented to the jurisdiction of the U.S. Federal and New York State courts located in the City of New York, Borough of Manhattan and have appointed an agent for service of process with respect to any actions brought in these courts arising out of or based on the Indenture or the notes. To the extent that either the Issuer or any Subsidiary Guarantor has or hereafter may acquire or have attributed to it or them any sovereign or other immunity under any law, each of the Issuer and each Subsidiary Guarantor has agreed to waive, to the fullest extent permitted by law, such immunity in respect of any claims or actions regarding its or their obligations under the notes or the Note Guarantees, respectively. Form, Denomination and Title The new notes will be represented by Regulation S Global Notes (as defined below) and Restricted Global Notes (as defined below) (each sometimes referred to herein as a global note and together sometimes referred to herein as the global notes). New notes issued in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act will be represented by one or more global notes in definitive, fully registered form without interest coupons (collectively, Regulation S Global Notes) and will be deposited with The Bank of New York Mellon as custodian for DTC and registered in the name of DTC or its nominee for the accounts of Euroclear and Clearstream (as indirect participants in DTC). New notes issued to qualified institutional buyers in reliance on Rule 144A under the Securities Act initially will be represented by one or more global notes in definitive, fully registered form without interest coupons (collectively, Restricted Global Notes) and will be deposited with The Bank of New York Mellon as custodian for DTC and registered in the name of DTC or its nominee. Restricted Global Notes and Regulation S Global Notes will be subject to certain restrictions on transfer and will bear a legend to that effect as described under Transfer Restrictions. Prior to or on the 40th day after the settlement date, beneficial interests in Regulation S Global Notes may only be transferred to a person who takes delivery in the form of an interest in Restricted Global Notes upon receipt by the Trustee of a written certification from the transferor (in the form provided in the Indenture) to the effect that such transfer is being made to a person that the transferor reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in Restricted Global Notes may be transferred to a person who takes delivery in the form of an interest in Regulation S Global Notes, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S. Any beneficial interest in one of the global notes that is transferred to a person who takes delivery in the form of an interest in the other global note will, upon transfer, cease to be an interest in such global note and become an interest in the other global note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other global note for as long as it remains such an interest.

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The Issuer has initially appointed the Trustee at its office in New York City specified on the inside back cover hereof as Registrar, Principal Paying Agent and Transfer Agent for the notes. In such capacities, the Trustee will be responsible for, among other things, (i) maintaining a record of the aggregate holdings of notes represented by the global notes and accepting notes for exchange and registration of transfer, (ii) ensuring that payments of principal (including cash in the case of a cash redemption by the Issuer) and interest in respect of the notes received by the Trustee from the Issuer are duly paid to DTC or its nominee and (iii) transmitting to the Issuer any notices from Noteholders. The new notes will be issued only in fully registered form, without coupons, in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange of notes, but the Issuer or Trustee or other agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Global Notes Upon the issuance of Regulation S Global Notes and Restricted Global Notes, DTC or its custodian will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such global note to the accounts of persons who have accounts with DTC. Ownership of beneficial interests in a global note will be limited to persons who have accounts with DTC (DTC Participants) or persons who hold interests through DTC Participants. Ownership of beneficial interests in the global notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of persons other than DTC Participants). So long as DTC, or its nominee, is the registered owner or Holder of such global note, DTC or such nominee, as the case may be, will be considered the sole owner or Holder of the notes represented by such global note for all purposes under the Indenture and the notes. Unless DTC notifies the Issuer that it is unwilling or unable to continue as depositary for a global note or ceases to be a clearing agency registered under the Exchange Act, or the Issuer elects to discontinue use of the system of book-entry transfers through DTC or a successor depository, or an Event of Default (as defined above) has occurred and is continuing with respect to such note, owners of beneficial interests in a global note will not be entitled to have any portion of such global note registered in their names, will not receive or be entitled to receive physical delivery of notes in certificated form and will not be considered to be the owners or Holders of any notes under the Indenture or the notes. In addition, no beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTCs or its participants applicable procedures. Investors may hold their interests in Regulation S Global Notes directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Clearstream will hold interests in the Regulation S Global Notes on behalf of their participants through customers securities accounts in their respective names on the books of their respective depositaries, which in turn will hold such interests in Regulation S Global Notes in customers securities accounts in the depositaries names on the books of DTC. After the 40th day after the settlement date, investors may also hold their interests in a Regulation S Global Note directly through DTC if they are DTC Participants, or indirectly through organizations that are DTC Participants. Investors that are qualified institutional buyers may hold their interests in Restricted Global Notes directly through DTC if they are DTC Participants, or indirectly through organizations that are DTC Participants. Payments of the principal and interest on individual notes represented by a global note registered in the name of DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner of the global note representing such notes. None of the Issuer, the Trustee or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests. The Issuer expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note representing any notes held by it or its nominee, will immediately credit DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. The Issuer also expects that payments by DTC

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Participants to owners of beneficial interests in such global note held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such DTC Participants. Transfers between DTC Participants will be effected in accordance with DTC rules and procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and procedures. The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in a global note to such persons may be limited because DTC can only act on behalf of DTC Participants, who in turn act on behalf of indirect participants and certain banks. Accordingly, the ability of a person having a beneficial interest in a global note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of each interest, may be affected by the lack of a physical certificate for such interest. Subject to compliance with the transfer restrictions applicable to the notes described above and under Transfer Restrictions, cross-market transfers between DTC, on the one hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC rules and procedures on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (Brussels, Belgium time). Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in Regulation S Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream. Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a DTC Participant will be credited during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, as the case may be) immediately following the DTC settlement date, and the credit of any transactions in interests in a global note settled during such processing will be reported to the relevant Euroclear or Clearstream participant on such day. Cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the Business Day following settlement in DTC. DTC has advised the Issuer that it will take any action permitted to be taken by a Holder of notes (including, without limitation, the presentation of notes for transfer or exchange as described below) only at the direction of one or more DTC Participants to whose account with DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, in the limited circumstances described herein, DTC will exchange the global notes for certificated notes in definitive form, which it will distribute to DTC Participants and which, if representing interests in the Restricted Global Notes, will be legended as set forth under Transfer Restsrictions. See Certificated Notes. DTC has advised the Issuer as follows: DTC will act as the depositary for the notes. The notes will be issued as fully registered senior notes registered in the name of Cede & Co., which is DTCs nominee. Fully registered global notes will be issued for the notes, in the aggregate principal amount of the issue, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, including transfers and pledges, in deposited securities through electronic

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computerized book-entry changes to participants accounts, thereby eliminating the need for physical movement of notes certificates. Direct participants of DTC include securities brokers and dealers, including the initial purchasers of the notes, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to DTCs system is also available to indirect participants, which includes securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. To facilitate subsequent transfers, all global notes representing the notes which are deposited with, or on behalf of, DTC are registered in the name of DTCs nominee, Cede & Co. The deposit of global notes with, or on behalf of, DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the global notes representing the notes; DTCs records reflect only the identity of the direct participants to whose accounts the notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede & Co. will consent or vote with respect to the global notes representing the notes. Under its usual procedure, DTC mails an omnibus proxy to the Issuer as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.s consenting or voting rights to those direct participants to whose accounts the notes are credited on the applicable record date (identified in a listing attached to the omnibus proxy). DTC may discontinue providing its services as securities depositary with respect to the notes at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor securities depositary is not obtained, certificated notes are required to be printed and delivered. See Certificated Notes. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depositary. In that event, certificated notes will be printed and delivered. See Certificated Notes. Although DTC, Euroclear and Clearstream have agreed to the procedures described above in order to facilitate transfers of interests in the global notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform these procedures, and these procedures may be discontinued at any time. None of the Trustee, the Registrar, any Paying Agent or the Issuer will have any liability or responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Certificated Notes If DTC is at any time unwilling or unable to continue as a depositary for the reasons set forth under Global Notes above and a successor depositary is not appointed by the Issuer within 90 days, the Issuer elects to discontinue use of the system of book-entry transfers through DTC or a successor securities depository, or an Event of Default has occurred and is continuing with respect to the notes, the Issuer will issue individual definitive notes, having the same maturity date and the same terms and conditions and of differing authorized denominations which will have the same aggregate principal amount, in registered form in exchange for Regulation S Global Notes and Restricted Global Notes, as the case may be. In the case of definitive notes issued in exchange for Restricted Global Notes, such notes will bear, and be subject to, the legend referred to under Transfer Restrictions; provided, however, that interests in Regulation S Global Notes will not be exchangeable for certificated notes until expiration of the 40-day distribution compliance period and receipt of certification of non-U.S. beneficial ownership as described above. Upon any exchange for certificated notes, the certificated notes shall be registered in the names of the beneficial owners of the global notes representing the notes, which names shall be provided by DTCs relevant participants (as identified by DTC) to the Trustee.

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The Holder of a definitive note may transfer such note by surrendering it at the office or agency maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee or at the office of any Transfer Agent or the Registrar. Upon the transfer, exchange or replacement of definitive notes bearing the legend referred to under Transfer Restrictions, or upon specific request for removal of the legend on a definitive note, the Issuer will deliver only definitive notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Issuer such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by the Issuer, that neither the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. Neither the Trustee nor any Registrar or Transfer Agent shall be required to register the transfer of or exchange definitive notes for a period from the record date to the due date for any payment of principal of, or interest on, the notes or register the transfer of or exchange any notes for 15 days prior to selection for redemption through the date of redemption. Prior to presentment of a note for registration of transfer (including a global note), the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the person in whose name such note is registered as the owner or Holder of such note for the purpose of receiving payment of principal or interest on such note and for all other purposes whatsoever, whether or not such note is overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary. Replacement of Notes In the event that any note shall become mutilated, defaced, destroyed, lost or stolen, the Issuer will execute and, upon the Issuers request, the Trustee will authenticate and deliver, a new note of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, and bearing interest from the date to which interest has been paid on such note, in exchange and substitution for such note (upon surrender and cancellation thereof) or in lieu of and substitution for such note. In the event that such note is destroyed, lost or stolen, the applicant for a substitute note shall furnish to the Issuer and the Trustee security or indemnity satisfactory to them to hold each of them harmless, and, in every case of destruction, loss or theft of such note, the applicant shall also furnish to the Issuer and the Trustee satisfactory evidence of the destruction, loss or theft of such note and of the ownership thereof. Upon the issuance of any substituted note, the Issuer may require the payment by the registered holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including the fees and expenses of the Trustee) connected therewith. Trustee The Bank of New York Mellon is the Trustee, Registrar, Paying Agent and Transfer Agent under the Indenture. The Trustees office is located at 101 Barclay Street, 4E, New York, NY 10286, United States. The Trustees function is to exercise its rights and powers granted to it under the Indenture to protect the interests of the Holders. The Trustee may resign at any time with notice, the holders of a majority of the outstanding principal amount of notes may remove the Trustee at any time and the Company is required to remove the Trustee for certain causes. If the Trustee resigns or is otherwise removed, the Holders may appoint a new trustee, and if they do not do so in a timely manner, the Company shall appoint a new trustee. The Issuer may have normal banking relationships with The Bank of New York Mellon and its Affiliates in the ordinary course of business. The address of the Trustee is 101 Barclay Street, 4 East, New York, New York 10286. The Indenture contains provisions for the indemnification of the Trustee and for its relief from responsibility. The obligations of the Trustee to any Holder of notes are subject to such immunities and rights as are set forth in the Indenture. The Trustee and any of its Affiliates may hold notes in their own respective names.

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TRANSFER RESTRICTIONS The new notes have not been registered, and will not be registered, under the Securities Act or any state securities laws, and the new notes may not be offered or sold except pursuant to an effective registration statement or pursuant to transactions exempt from, or not subject to, registration under the Securities Act. Accordingly, the new notes are being offered and issued only: in the United States to qualified institutional buyers (as defined in Rule 144A) pursuant to Rule 144A under the Securities Act; and outside of the United States, to certain persons, other than U.S. persons, in offshore transactions meeting the requirements of Rule 903 of Regulation S under the Securities Act.

Purchasers Representations and Restrictions on Resale and Transfer By exchanging its old notes for new notes, each recipient of new notes will be deemed to have represented and agreed as follows: (1) it is obtaining the new notes for its own account or an account with respect to which it exercises sole investment discretion and it and any such account is either (a) a qualified institutional buyer and is aware that the new notes are being issued to it pursuant to Rule 144A or (b) a non-U.S. person that is outside the United States; (2) it acknowledges that the new notes have not been registered under the Securities Act or with any securities regulatory authority of any state and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as set forth below; (3) it understands and agrees that new notes initially offered in the United States to qualified institutional buyers will be represented by a global note and that new notes offered outside the United States pursuant to Regulation S will also be represented by a global note; (4) it will not resell or otherwise transfer any of such new notes prior to (i) the date which is one year (or such other period of time as permitted by Rule 144(d) under the Securities Act or any successor provision thereunder) after the later of the date of original issuance of the new notes and (ii) such later date, if any, as may be required by applicable laws, except (a) to us or any of our subsidiaries (b) within the United States to a qualified institutional buyer in a transaction complying with Rule 144A under the Securities Act, (c) outside the United States in compliance with Rule 903 or 904 under the Securities Act, (d) pursuant to an exemption from registration under the Securities Act (if available) or (e) pursuant to an effective registration statement under the Securities Act; (5) it agrees that it will give to each person to whom it transfers the new notes notice of any restrictions on transfer of such new notes; (6) it acknowledges that prior to any proposed transfer of new notes (other than pursuant to an effective registration statement or in respect of new notes sold or transferred either pursuant to (a) Rule 144A or (b) Regulation S) the holder of such new notes may be required to provide certifications relating to the manner of such transfer as provided in the indenture; (7) it acknowledges that the trustee, registrar or transfer agent for the new notes may not be required to accept for registration or transfer of any new notes acquired by it, except upon presentation of evidence satisfactory to the Issuer that the restrictions set forth herein have been complied with; (8) it acknowledges that we, the dealer manager and the solicitation agent and other persons will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and

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agrees that if any of the acknowledgements, representations and agreements deemed to have been made by its exchange of the new notes are no longer accurate, it will promptly notify us and the dealer manager and solicitation agent; (9) if it is acquiring the new notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each account; and (10)the exchange offer is not being made to, and any offers to exchange will not be accepted from, or on behalf of, eligible holders of the old notes in any jurisdiction in which the making of such offer would not be in compliance with the laws and regulations of such jurisdiction. Legends The following is the form of restrictive legend which will appear on the face of the Restricted Global Notes and which will be used to notify transferees of the foregoing restrictions on transfer. This legend will only be removed with our consent. If we so consent, it will be deemed to be removed. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR 904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT, (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT (A) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (III) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (IV) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. The following is the form of restrictive legend which will appear on the face of the Regulation S Global Notes and which will be used to notify transferees of the foregoing restrictions on transfer: PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S (REGULATION S) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)), THIS SECURITY MAY NOT BE REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE INDENTURE REFERRED TO HEREIN.

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Prior to the registration of any transfer in accordance with clause 2(A)(V) of the Restricted Global Note legend, the Company reserves the right to require the delivery of such legal opinions, certifications, or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws. No representation is made as to the availability of any exemption from the registration requirements of the Securities Act. The applicable Resale Restriction Period may be extended in our discretion, in the event of one or more issuances of additional notes, as described under Description of the New NotesGeneral. Notice to Prospective Investors in the European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), an offer to the public of any notes that are the subject of the offering contemplated by this listing prospectus may not be made in that Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representative or representatives nominated by us for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of notes shall require us or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of notes to the public in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; Prospectus Directive means European Council Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State; and 2010 PD Amending Directive means Directive 2010/73/EU. Notice to Prospective Investors in the United Kingdom This listing prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a relevant person). This listing prospectus and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. Notice to Prospective Investors in Mexico The notes have not been registered in Mexico in the Registro Nacional de Valores (National Securities Registry) maintained by the Comisin Nacional Bancaria y de Valores (National Banking and Securities Commission), and no action has been or will be taken that would permit the offer or sale of the notes in Mexico absent an available exemption under the Ley del Mercado de Valores (Mexican Securities Law).

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Notice to Prospective Investors in Hong Kong The new notes will not be offered or sold in Hong Kong SAR by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong SAR, and no advertisement, invitation or document relating to the notes may be issued, whether in Hong Kong SAR or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong SAR (except if permitted to do so under the securities laws of Hong Kong SAR) other than with respect to notes which are or are intended to be disposed of to persons outside Hong Kong SAR or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong SAR and any rules made thereunder. 66 Notice to Prospective Investors in Singapore This listing prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the new notes are offered by us pursuant to exemptions invoked under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (Securities and Futures Act). Accordingly, this listing prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the new notes will not be circulated or distributed, nor will the new notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Where the new notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the new notes under Section 275 of the Securities and Futures Act except: (1) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person, or any person pursuant to Section 275(1) or Section 275(1A) of the Securities and Futures Act, respectively, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act; (2) where no consideration is given for the transfer; or (3) by operation of law. Notice to Prospective Investors in Netherlands The new notes may not be offered, sold, transferred or delivered in or from the Netherlands, directly or indirectly, other than to banks, pension funds, insurance companies, securities firms, investment institutions, central governments, large international and supranational institutions and other comparable entities, including, among others, treasuries and finance companies of large enterprises, which trade or invest in securities in the course of their profession or trade. Individuals or legal entities who or which do not trade or invest in securities in the course of

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their profession or trade may not participate in the offering of the new notes, and this listing prospectus or any other offering material relating to the new notes may not be considered an offer or the prospect of an offer to sell or exchange the new notes.

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TAXATION

The following is a general summary of certain Mexican federal and U.S. federal income tax consequences related to participation in the exchange offer as well as the ownership and disposition of new notes, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to exchange old notes for new notes in the exchange offer. This summary does not describe any tax consequences arising under the laws of any state, locality, municipality or taxing jurisdiction other than the federal income tax laws of the United States and the Mexican Federal Income Tax Law (Ley del Impuesto Sobre la Renta, or the Mexican Income Tax Law). This summary is for general information only and is based on the federal tax laws of Mexico and federal income tax laws of the United States as in effect on the date of this listing prospectus, as well as rules and regulations of Mexico and regulations, rulings and decisions of the United States available on or before this date and now in effect. All of the foregoing are subject to change, possibly with retroactive effect, which could affect the continued validity of this summary. Holders of old notes should consult their own tax advisors as to the Mexican, U.S. or other tax consequences (including tax consequences under any state or municipal law of Mexico or the United States or under any applicable double taxation treaty which is in effect) of participation in the exchange offer and of the ownership of the new notes, including the particular tax consequences to them in light of their particular investment circumstances. Circular 230 Disclosure. TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, TAXPAYERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES IN THIS LISTING PROSPECTUS IS NOT INTENDED OR WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY TAXPAYERS, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON TAXPAYERS UNDER THE UNITED STATES INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) TAXPAYERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Mexican Federal Taxation The summary below does not address all Mexican tax considerations that may be relevant to particular investors, nor does it address the special tax rules applicable to certain categories of investors or any tax consequences under the tax laws of any state or municipality of Mexico. The following is a general summary of the principal consequences, under the provisions of the Mexican Income Tax Law, as currently in effect on the date of this listing prospectus and all of which are subject to change or to new or different interpretations, of the ownership and disposition of the new notes and the exchange of the old notes for new notes by a foreign holder. As used in this listing prospectus, a foreign holder means a beneficial owner of the new notes that: is not a resident of Mexico for tax purposes; and does not hold the new notes or a beneficial interest in the new notes through a permanent establishment in Mexico for tax purposes, to which the holding of the new notes is attributable for tax purposes.

For purposes of Mexican taxation, tax residency is a highly technical definition that involves the application of a number of factors. Generally: an individual is a resident of Mexico if the individual has established his or her home in Mexico;

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a legal entity is considered a Mexican tax resident if it maintains the main administration of its business or the effective location of its management in Mexico; a permanent establishment in Mexico of a foreign person will be treated as a resident of Mexico for tax purposes, and that permanent establishment will be required to pay taxes in Mexico in accordance with applicable Mexican tax laws, in respect of all income attributable to such permanent establishment; and a foreign person without a permanent establishment in Mexico will be required to pay taxes in Mexico in respect of certain income from a Mexican source.

For purposes of Mexican taxation, an individual or corporation that does not satisfy the requirements to be considered a resident of Mexico for tax purposes, as described above, is deemed a non-resident of Mexico for tax purposes. Any determination of residency should take into account the particular situation of each person or legal entity. Capital Gains Resulting from the Exchange. The application of Mexican tax law provisions to capital gains realized by a foreign holder as a result of the exchange is unclear. However, we expect that there will be no tax consequences in Mexico to foreign holders as a result of their exchange of old notes for new notes. Interest and Principal. Under the Mexican Income Tax Law, payments of interest on the new notes (which interest would be deemed to include payments of principal in excess of the issue price of the new notes, that under the Mexican Income Tax Law would be deemed interest) made by us or a subsidiary guarantor that is resident in Mexico for tax purposes, to a foreign holder, will generally be subject to a Mexican withholding tax assessed at a rate of 4.9%, if, as expected, the following requirements are met: the new notes are placed outside of Mexico through banks or brokerage houses, in a country with which Mexico has entered into a treaty for the avoidance of double taxation which is in effect; a notice is filed before the CNBV describing the main characteristics of the new notes offering pursuant to Article 7 of the Mexican Securities Market Law (Ley del Mercado de Valores); and the information requirements specified from time to time by the Mexican Tax Management Service (Servicio de Administracin Tributaria) under its general rules, including, after completion of the offering of the new notes, the filing of certain information related to the new notes offering and this listing prospectus are duly and timely complied with.

In the event that any of the foregoing requirements is not met, under the Mexican Income Tax Law, payments of interest on the new notes made by us or by any subsidiary guarantor that is resident in Mexico for tax purposes to a foreign holder, will be subject to Mexican withholding tax assessed at a rate of 10% or higher. In addition, if the effective beneficiaries, whether directly or indirectly, severally or jointly with related parties, receiving more than 5% of the aggregate amount of each interest payment under the new notes are (i) shareholders holding more than 10% of our voting stock, directly or indirectly, severally or jointly with related parties, or (ii) corporations or other entities having more than 20% of their stock owned, directly or indirectly, jointly or severally, by persons related to us, the Mexican withholding tax will be applied at a higher rate. Holders or beneficial owners of the new notes may be requested, subject to specified exceptions and limitations, to provide certain information or documentation necessary to enable us to apply the appropriate Mexican withholding tax rate applicable to such holders or beneficial owners. In the event that the specified information or documentation concerning the holder or beneficial owner, if requested, is not timely provided or not provided completely or at all prior to the payment of any interest to that holder or beneficial owner, we, or the subsidiary guarantors, may withhold Mexican tax from the interest payment on the new notes to that holder or beneficial owner at the maximum applicable rate, but our obligation to pay Additional Amounts relating to those withholding taxes will be limited as described under Description of the New NotesAdditional Amounts.

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Under the Mexican Income Tax Law, payments of interest made by us, or any subsidiary guarantor that is resident in Mexico for tax purposes with respect to the new notes to non-Mexican pension or retirement funds, will be exempt from Mexican withholding taxes, provided that: such fund is duly organized under the laws of its country of residence and is the effective beneficiary of the interest payment; such income is exempt from income tax in such country; and such fund is registered with the Mexican Tax Management Service for that purpose.

We have agreed, subject to specified exceptions and limitations, to pay Additional Amounts relating to the Mexican withholding taxes to foreign holders of the new notes. See Description of the New NotesAdditional Amounts. Under the Mexican Income Tax Law, payments of principal on the new notes made by us, or any subsidiary guarantor that is resident in Mexico for tax purposes, to a foreign holder will not be subject to any Mexican withholding taxes. Dispositions. Under the Mexican Income Tax Law, gains resulting from the sale or other disposition of the new notes by a foreign holder to another foreign holder are not taxable in Mexico. Gains resulting from the sale of the new notes by a foreign holder to a purchaser who is a Mexican resident for tax purposes or to a foreign holder deemed to have a permanent establishment in Mexico for tax purposes, will be subject to Mexican federal income or other taxes pursuant to the rules described above in respect of interest payments. The acquisition of the new notes at a discount by a foreign holder will be deemed interest income (in respect of such discount), and subject to Mexican withholding taxes, if the seller is a Mexican resident for tax purposes or a foreign resident deemed to have a permanent establishment in Mexico. Other Taxes. Under current Mexican tax laws, there are no estate, inheritance, succession or gift taxes generally applicable to the purchase, ownership or disposition of the new notes by a foreign holder. Gratuitous transfers of the new notes in certain circumstances may result in the imposition of Mexican income taxes upon the recipient. There are no Mexican stamp, issuer registration or similar taxes or duties payable by foreign holders of the new notes with respect to the new notes. Certain United States Federal Income Taxation Consequences The following is a summary of certain U.S. federal income tax consequences of the exchange offer and consent solicitation and the ownership and disposition of the new notes. This summary is limited to beneficial owners of the old notes or the new notes, as applicable, that, except as explicitly indicated below: acquire new notes pursuant to the exchange offer; are U.S. holders (as defined below); and hold the old notes and will hold the new notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the Code).

As used in this listing prospectus, a U.S. holder means a beneficial owner of an old note or a new note, as applicable, that is, for U.S. federal income tax purposes: a citizen or individual resident of the United States; a corporation (or entity treated as a corporation for such purposes) created or organized in or under the laws of the United States, or any State thereof or the District of Columbia;

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an estate the income of which is includible in its gross income for U.S. federal income tax purposes without regard to its source; or a trust, if either (x) it is subject to the primary supervision of a court within the United States and one or more United States persons has the authority to control all substantial decisions of the trust or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

This summary does not discuss considerations or consequences relevant to persons subject to special provisions of U.S. federal income tax law, such as: entities that are tax-exempt for U.S. federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts; pass-through entities (including partnerships and entities and arrangements classified as partnerships for U.S. federal income tax purposes) and beneficial owners of pass-through entities; certain U.S. expatriates; persons that are subject to the alternative minimum tax; financial institutions, insurance companies, and dealers or traders in securities or currencies; persons having a functional currency other than the U.S. dollar; and persons that hold the old notes or that will hold the new notes as part of a constructive sale, wash sale, conversion transaction or other integrated transaction or a straddle, hedge or synthetic security.

If a partnership (or an entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds old notes or new notes, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership, and partnerships holding old notes should consult their own tax advisors regarding the U.S. federal income tax consequences of participation in the exchange offer and of owning and disposing of new notes. Finally, this summary does not address the effect of any U.S. state or local tax law or any non-income tax U.S. federal law on a beneficial owner of old notes or new notes. This discussion assumes that each beneficial owner of old notes and new notes will comply with the certification procedures described in Description of New Notes Additional Amounts as may be necessary to obtain a reduced rate of withholding tax under Mexican law. Each beneficial owner of old notes or new notes should consult a tax advisor as to the particular tax consequences to it of participation in the exchange offer and of owning and disposing of such notes, including the applicability and effect of any state, local or foreign tax laws. Consequences of Tendering Old Notes for New Notes Early Participation Consideration Received in Connection with the Exchange. The U.S. federal income tax treatment of the receipt of any early participation consideration received upon the exchange of old notes for new notes is uncertain. We intend to treat any early participation consideration received by a U.S. holder in connection with the exchange of old notes for new notes as additional consideration received by such holder as part of the exchange. Unless otherwise stated, the remainder of this discussion assumes that the early participation consideration is so treated. In the event that the early participation consideration is not treated as additional consideration received by a U.S. holder as part of the exchange, such payments would likely be treated as a separate payment in the nature of a fee paid for such U.S. holders early tender of old notes, and a U.S. holder likely would recognize ordinary income in the amount of such early participation consideration.

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General Consequences. If a U.S. holder validly tenders old notes for new notes (and any cash received in lieu of a fractional portion of new notes) pursuant to the exchange offer, the exchange will result in a sufficient change in yield with respect to the old notes such that the exchange will be treated as a significant modification to the old notes for U.S. federal income tax purposes. This exchange by a U.S. holder will be a fully taxable exchange unless the exchange qualifies as a recapitalization for U.S. federal income tax purposes. The qualification of the exchange by a U.S. holder as a recapitalization for U.S. federal income tax purposes depends upon whether both the old notes and the new notes constitute securities for purposes of the Codes provisions dealing with corporate reorganizations, including corporate recapitalizations. The determination of whether a debt instrument constitutes a security for such purposes is not defined in the Code or the U.S. Treasury regulations. There is only little authority that exists on the scope of the definition of securities, and existing interpretations have not been entirely consistent. While the determination depends upon an evaluation of the nature of the debt instrument, most authorities have held that the length of the term of a debt instrument is an important factor in determining whether the instrument is a security for such purposes. Generally, corporate debt instruments with maturities when issued of five years or more are considered securities for such purposes. In this regard, the old notes and the new notes should both be treated as issued with maturities of five years or more. Although not free from doubt, we believe that the old notes and the new notes should constitute securities, and the exchange of old notes for new notes plus any cash received in lieu of a fractional portion of new notes should qualify as a recapitalization for U.S. federal income tax purposes. Each U.S. holder is urged to consult its own tax advisor with respect to the U.S. federal income tax consequences of participation in the exchange offer. The U.S. federal income tax consequences of recapitalization and non-recapitalization treatment to U.S. holders are discussed below. Recapitalization Treatment. If the exchange qualifies as a recapitalization, a U.S. holder who elects to exchange old notes for new notes and other applicable consideration will generally (i) recognize gain realized (determined as described below under Non-Recapitalization Treatment) on the exchange, if any, but only to the extent of any cash received in lieu of a fractional portion of new notes, but will not recognize loss realized, if any, on the exchange, (ii) have a holding period in the new notes received that includes the holding period of the old notes exchanged therefor, and (iii) have an initial tax basis in the new notes equal to the adjusted tax basis in the old notes tendered in exchange therefor, decreased by the amount of any cash received in lieu of fractional portions of new notes and increased by the amount of any gain recognized by the U.S. holder on the exchange. Any such gain will be capital gain (except to the extent of any accrued market discount on the old notes not previously included in income by the U.S. holder, which will be treated as ordinary income), and will be long-term capital gain if the old notes have been held for more than one year at the time of the exchange. A U.S. holder will be considered to have purchased its old notes at a market discount for U.S. federal income tax purposes if such holders initial tax basis in its old notes was less than the stated principal amount of such old notes by more than a specified de minimis amount. If a U.S. holder purchased old notes at a market discount, then the Code provides that any accrued market discount in respect of the old notes (not previously included in income by such holder) in excess of the gain recognized in the recapitalization should not be currently includible in income under U.S. Treasury regulations to be issued but would be treated as accrued market discount with respect to the new notes received in the recapitalization. Any gain recognized by a U.S. holder upon a subsequent disposition (or repayment) of any such new notes would be treated as ordinary income to the extent of any accrued market discount in respect of the new notes (including amounts treated as such) not previously included in income. Non-Recapitalization Treatment. If the exchange does not qualify as a recapitalization, a U.S. holder will recognize gain or loss in an amount equal to the difference between (i) the issue price of the new notes (as discussed below under Issue Price and Qualified Reopening) plus any cash received in lieu of fractional portions of new notes (excluding for this purpose, any amounts received in respect of accrued interest on the old notes, which will generally be treated and taxed separately as such, as discussed below under Accrued Interest) and (ii) such U.S. holders adjusted tax basis in the old notes tendered in exchange therefor. A U.S. holders adjusted tax basis in its old notes will generally equal the amount paid therefor, increased by any market discount previously taken into account as income by the U.S. holder and reduced by any amortizable bond premium previously amortized by the U.S. holder. Any such gain or loss recognized on the exchange will be capital gain (except to the extent of any

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accrued market discount on the old notes not previously included in income by the U.S. holder, which will be treated as ordinary income) or loss, and will be long-term capital gain or loss if the old notes have been held for more than one year at the time of the exchange. In addition, the deduction of capital losses may be subject to limitations. The U.S. holders holding period for the new notes will begin on the day after the exchange, and such holders initial tax basis in the new notes generally will equal the issue price of the new notes. Accrued Interest. To the extent that amounts received by a U.S. holder of old notes exchanging such old notes for new notes are attributable to accrued interest on the old notes, such amounts will be includible in gross income by the U.S. holder as interest income if such accrued interest has not been included previously in the U.S. holders gross income for U.S. federal income tax purposes. Additional Considerations. Any gain or loss recognized by a U.S. holder (regardless of whether the exchange qualifies as a recapitalization) generally should be treated as U.S.-source income or loss for U.S. foreign tax credit purposes (as discussed below under Ownership and Disposition of the New Notes Sale, Exchange, or Other Taxable Disposition). Accrued interest income with respect to the old notes that is treated as paid as a result of the exchange (including accrued market discount not previously included in income by the U.S. holder) will constitute income from sources outside the United States and generally will constitute passive category income for U.S. foreign tax credit purposes. The rules governing U.S. foreign tax credits are complex, and you are urged to consult your tax advisor regarding the application of the rules to your particular circumstances. Issue Price and Qualified Reopening. The new notes should form part of a qualified reopening of the existing notes for U.S. federal income tax purposes if (i) the existing notes are publicly traded for U.S. federal income tax purposes and (ii) the new notes are issued with no more than a statutorily defined de minimis amount of original issue discount for U.S. federal income tax purposes. We expect, and the remainder of this discussion so assumes, that the new notes will form part of such a qualified reopening. Accordingly, the issue price of the new notes should be the issue price of the existing notes, which was $1,000 per $1,000 principal amount. U.S. Holders that Do Not Participate in the Exchange Offer or Consent Solicitation. Based on our position that the adoption of the proposed amendments should not result in a significant modification of the old notes for U.S. federal income tax purposes, U.S. holders that do not participate in the exchange offer or consent solicitation should not recognize gain or loss in respect of old notes not tendered pursuant to the exchange offer, and such U.S. holders adjusted tax basis and holding period in the old notes not tendered should remain unchanged. However, if the adoption of the proposed amendments is deemed to result in a significant modification of the old notes for U.S. federal income tax purposes, U.S. holders of the old notes that do not participate in the exchange offer or consent solicitation may be deemed to have exchanged their old notes for notes bearing the modified note terms. Such a characterization could result in significantly different U.S. federal income tax consequences than those described herein. U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences of not participating in the exchange offer or consent solicitation. Ownership and Disposition of the New Notes Interest and Additional Amounts. Interest on the new notes and Additional Amounts, if any, paid in respect of Mexican withholding taxes imposed on interest payments on the new notes (as described in Description of New NotesAdditional Amounts) will be taxable to a U.S. holder as ordinary interest income at the time they are paid or accrued in accordance with the U.S. holders usual method of accounting for U.S. federal income tax purposes. The amount of income taxable to a U.S. holder will include the amount of all Mexican taxes that we withhold (as described above under Mexican Federal Taxation) from these payments made on the new notes. Thus, a U.S. holder will have to report income in an amount that is greater than the amount of cash it receives from these payments on its new note. However, a U.S. holder may, subject to certain limitations, be eligible to claim the Mexican taxes withheld as a credit or deduction for purposes of computing its U.S. federal income tax liability, even though the payment of these taxes will be remitted by us. Interest and Additional Amounts paid on the new notes will constitute income from sources without the United States for U.S. foreign tax credit purposes. This foreign source income generally will constitute passive category income for U.S. foreign tax credit purposes. The rules relating to the calculation and timing of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability

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of deductions, involves the application of complex rules that depend upon a U.S. holders particular circumstances. In addition, foreign tax credits generally will not be allowed for Mexican taxes withheld from interest on certain short-term or hedged positions in the new notes. U.S. holders should consult with their own tax advisors with regard to the availability of a credit or deduction in respect of foreign taxes and, in particular, the application of the foreign tax credit rules to their particular situations. New notes received in the exchange offer will have an embedded entitlement to interest (pre-issuance interest) for the period from April 28, 2012 (the most recent interest payment date on the existing notes) up to but excluding the settlement date. A portion of the interest received on the first interest payment date of a new note, in an amount equal to such pre-issuance interest, should be treated as a non-taxable return of such pre-issuance interest and not as a payment of interest on the new note. Amortizable Bond Premium. If a U.S. holder has an adjusted tax basis in its new notes immediately after the exchange which exceeds the stated principal amount of its new notes, the U.S. holder would be considered to have amortizable bond premium equal to such excess. A U.S. holder may elect to amortize this premium using a constant yield method over the term of the new notes. If you make the election, it generally will apply to all debt instruments that you hold at the time of the election, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the U.S. Internal Revenue Service (the IRS). A U.S. holder who elects to amortize bond premium may offset each interest payment on such new notes by the portion of the bond premium allocable to the payment and must reduce its tax basis in the new notes by the amount of the premium so amortized. If you do not elect to amortize any bond premium and you hold the new notes to maturity, then, in general, you will recognize a capital loss equal to the amount of such premium when the new notes mature. Sale, Exchange or Other Taxable Disposition. Unless a non-recognition provision applies and subject to the discussion below with respect to market discount, upon the sale, exchange or other taxable disposition of its new notes, a U.S. holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the disposition (except amounts attributable to accrued but unpaid interest on new notes, which amounts will be treated as ordinary interest income to the extent not previously included in the U.S. holders income) and the U.S. holders adjusted tax basis in the new notes immediately before the disposition. The adjusted tax basis of the new notes generally will equal the U.S. holders initial tax basis in the new notes calculated as described above, increased by any market discount includible in income by the U.S. holder with respect to the new notes, and reduced by any premium amortized by such holder with respect to the new notes. Except to the extent of any accrued market discount on the new notes not previously included in income by the U.S. holder, with respect to which any gain will be treated as ordinary income, gain or loss realized on the sale, exchange or other taxable disposition of a new note will generally be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange or other taxable disposition the new note has been held by the holder for more than one year. Certain non-corporate U.S. holders (including individuals) are eligible for reduced rates of taxation on long-term capital gains under current law. There are limitations on the deductibility of capital losses. If any foreign income tax is withheld on the sale, exchange or other taxable disposition of a new note, the amount realized by a U.S. holder will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of such tax. Capital gain or loss, if any, realized by a U.S. holder on the sale, exchange or other taxable disposition of a new note generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes (except that accrued interest income with respect to the new notes that is treated as paid as a result of the disposition (including accrued market discount not previously included in income by the U.S. holder) will constitute income from sources outside the United States and generally will constitute passive category income for U.S. foreign tax credit purposes). Consequently, in the case of a gain from the sale, exchange or other taxable disposition of a new note that is subject to foreign income tax, the U.S. holder may not be able to benefit from the foreign tax credit for the tax unless the U.S. holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the U.S. holder may take a deduction for the foreign income tax if the U.S. holder elects to deduct (rather than credit) all foreign income taxes paid or accrued during the taxable year. The rules governing foreign tax credits are complex and, therefore, U.S. holders should consult their tax advisors regarding the availability of foreign tax credits in their particular circumstances.

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Information Reporting and Backup Withholding. In general, information reporting requirements will apply to payments of interest on the new notes and payments of the proceeds of the sale or other disposition of the new notes (including a redemption or retirement), unless the U.S. holder is an exempt recipient (such as a corporation). Backup withholding applies only if the U.S. holder: fails to furnish its social security or other taxpayer identification number (TIN) within a reasonable time after a request for such information; furnishes an incorrect TIN; fails to report interest or dividends properly; or fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that the U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is allowable as a credit against such U.S. holders U.S. federal income tax liability, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. U.S. holders of new notes should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption. Medicare Tax. For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. holders net investment income (in the case of individuals) or undistributed net investment income (in the case of estates and trusts) for the relevant taxable year and (2) the excess of the U.S. holders modified adjusted gross income (in the case of individuals) or adjusted gross income (in the case of estates and trusts) for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individuals circumstances). A U.S. holders net investment income generally will include its interest income on the new notes and its net gains from the disposition of the new notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. holders that are individuals, estates or trusts should consult their own tax advisors regarding the applicability of the Medicare tax to their income and gains in respect of the new notes. Non-U.S. Holders For purposes of the following discussion a non-U.S. holder means a beneficial owner of the new notes that is not, for U.S. federal income tax purposes, a U.S. holder or a partnership (or entity or arrangement classified as a partnership for such purposes). A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on: interest and Additional Amounts received in respect of the new notes, unless those payments are effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, if required by an applicable tax treaty, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or gain realized on the sale, redemption or retirement of the new notes, unless that gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States) or, in the case of gain realized by an individual non-U.S. holder, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

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LEGAL MATTERS Certain matters relating to the validity of the new notes were passed upon by Daz Estrada y Facha Garca, our special Mexican counsel, and for the dealer manager and solicitation agent by Ritch Mueller, S.C., special Mexican counsel to the dealer manager and solicitation agent. Certain legal matters in connection with the exchange offer and consent solicitation were passed upon for us by Paul Hastings LLP, our special U.S. counsel, and for the dealer manager and solicitation agent by Simpson Thacher & Bartlett LLP, special U.S. counsel to the dealer manager and solicitation agent. With respect to certain matters governed by Mexican law, Simpson Thacher & Bartlett LLP may have relied on the opinion of Ritch Mueller, S.C.

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GENERAL INFORMATION Clearing Systems The new notes have been accepted for clearance through Euroclear and Clearstream. In addition, the new notes have been accepted for trading in book-entry form by DTC. For the Rule 144A notes, the ISIN number is US21240BAB71, the CUSIP number is 21240B AB7 and the common code is 079547468. For the Regulation S notes, the ISIN number is USP3100SAB09, the CUSIP number is P3100S AB0 and the common code is 079547506. Until the first anniversary of the settlement date, the new notes issued pursuant to Rule 144A under the Securities Act will have different CUSIP and ISIN numbers than those of the existing notes issued on October 28, 2009 in reliance on Rule 144A under the Securities Act and will not be fungible for trading purposes with such existing notes, and until 40 days after settlement date, the new notes issued in reliance on Regulation S under the Securities Act will have different CUSIP and ISIN numbers than those of the existing notes issued on October 28, 2009 pursuant to Regulation S under the Securities Act and will not be fungible for trading purposes with such existing notes. For the Rule 144A existing notes, the CUSIP number is 21240B AA9, the ISIN number is US21240BAA98 and the common code is 023592223. For the Regulation S existing notes, the CUSIP number is P3100S AA2, the ISIN number is USP3100SAA26 and the common code is 023592258. Listing Application has been made to list the new notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market. Copies of our bylaws, the indenture, as may be amended or supplemented from time to time, the first supplemental indenture, our published annual audited consolidated financial statements and any published quarterly unaudited consolidated financial statements will be available at our expense at our principal executive offices, as well as at the offices of the trustee, registrar, paying agent and transfer agent, and at the offices of the Luxembourg listing agent, paying agent and transfer agent, as such addresses are set forth in this listing prospectus. We do not publish unconsolidated financial statements. We believe the auditors reports included herein have been accurately reproduced. We will maintain a paying and transfer agent in Luxembourg for so long as any of the new notes are listed on the Luxembourg Stock Exchange. The new notes have not been registered with the Securities Section (Seccin de Valores) of the National Securities Registry (Registro Nacional de Valores) and therefore, the new notes may not be publicly offered or sold in Mexico. Authorization We have obtained all necessary consents, approvals and authorizations in connection with the issuance and performance of the new notes. No Material Adverse Change Except as disclosed in this listing prospectus, there has been no material adverse change in the financial position or prospects of Mabe and its subsidiaries taken as a whole since December 31, 2011. Litigation We are not involved in any legal or arbitration proceedings (including any such proceedings which are pending or threatened) relating to claims or amounts which may have or have had during the 12 months prior to the date of this listing prospectus a material adverse effect on the financial position of Mabe and its subsidiaries taken as a whole.

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ANNEX A INFORMATION ABOUT THE COMPANY TABLE OF CONTENTS Page

Available Information................................................................................................................................................ A-2 Service of Process and Enforcement of Civil Liabilities ........................................................................................... A-3 Cautionary Statement Regarding Forward-Looking Statements ............................................................................... A-4 Presentation of Financial and Other Information....................................................................................................... A-6 Summary.................................................................................................................................................................... A-9 Capitalization ........................................................................................................................................................... A-23 Selected Consolidated Financial Information .......................................................................................................... A-24 Managements Discussion and Analysis of Financial Condition and Results of Operations .................................. A-31 Business ................................................................................................................................................................... A-53 Management ............................................................................................................................................................ A-74 Principal Shareholders and Related Party Transactions .......................................................................................... A-79 Independent Accountants ........................................................................................................................................ A-80 Index to Financial Statements .................................................................................................................................... F-1

o Not Delete this Hidden Paragraph it is needed for A- page numbering

A-1

AVAILABLE INFORMATION We are not subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act). To preserve the exemption for resales and transfers under Rule 144A under the Securities Act, we have agreed that we will promptly provide any holder or any prospective purchaser of the new notes who is designated by that holder and is a qualified institutional buyer, as defined under Rule 144A, upon the request of such holder or prospective purchaser, with information meeting the requirements of Rule 144A(d)(4) if at the time of the request we are neither a reporting company under Section 13 or Section 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. For so long as the new notes are outstanding, such information will be available at our specified offices and (for so long as the new notes are listed on the Luxembourg Stock Exchange) that of the Luxembourg Paying Agent. Except as otherwise set forth under Description of the New Notes CovenantsReporting Requirements, following completion of the exchange offer and the consent solicitation, we are not otherwise obligated to furnish holders or others with any supplemental information, discussion or analysis of our business or financial reports. We will make available to the holders of the notes, at the corporate trust office of the Trustee at our expense, copies of the new notes indenture as well as this listing prospectus and annual audited consolidated financial statements prepared in conformity with MFRS (as defined herein). We will also make available at the office of the Trustee our unaudited quarterly consolidated financial statements prepared in accordance with MFRS. Information is also available at the office of the Luxembourg Listing Agent. Application has been made to list the new notes on the Official List of the Luxembourg Stock Exchange and to trade on the Euro MTF Market. This listing prospectus forms, in all material respects, the listing prospectus for admission to the Luxembourg Stock Exchange. We will be required to comply with any undertakings given by us from time to time to the Luxembourg Stock Exchange in connection with the new notes, and to furnish to it all such information as the rules of the Luxembourg Stock Exchange may require in connection with the listing of the new notes. Our principal executive offices are located at Av. Palmas 100, 3rd Floor, Lomas de Chapultepec, 11000 Mexico D.F., Mexico and our telephone number is +52(55) 9178-8267.

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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES We are a sociedad annima de capital variable (a limited liability variable capital corporation) organized under the laws of Mexico. Many of our directors, executive officers and major shareholders reside outside of the United States, a significant portion of the assets of our directors, executive officers and controlling persons and substantially all of our assets are located outside of the United States. As a result, it may not be possible for you to effect service of process within the United States upon these persons or to enforce against any of them or us in United States courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our Mexican counsel, Daz Estrada y Facha Garca, that there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated solely on United States federal securities laws and as to the enforceability in Mexican courts of judgments of United States courts obtained in actions predicated upon the civil liability provisions of United States federal securities laws. See Risk FactorsRisks Related to Mexico and the Countries Where We OperateIt may be difficult to enforce civil liabilities against us or our directors and executive officers in this listing prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This listing prospectus contains forward-looking statements. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Forward-looking statements are statements related to future, not past, events. In this context, forward-looking statements often address our expected future prospects, developments, business and financial performance, and often contain words such as expects, may, anticipates, intends, plans, believes, seeks, will, target, estimate, project, predict, forecast, guideline, should, could or would. Examples of forward-looking statements include:
statements of our plans, objectives or goals, including those relating to anticipated trends, competition, regulation and government policy and rates; statements about our future economic performance or that of Mexico or other countries in which we operate; and statements of assumptions underlying these statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Important factors that could cause our results to differ materially from those in our forward-looking statements include the following:
cyclicality in demand for our products; the competitive environment in which we operate; the economic trends in the countries or the markets in which we operate; any adverse development in our relationship with General Electric Company, including any loss of business from them; changes to the North American Free-Trade Agreement or other trade agreements between the countries in which we operate; the terms of laws and government regulations that affect us and interpretations of those laws and regulations; risks inherent in international operations; availability and price volatility in the cost of raw materials and energy; and other factors described under Risk Factors and elsewhere in this listing prospectus.

All forward-looking statements and risk factors included in this listing prospectus are made as of the date on the front cover of this listing prospectus, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement or risk factor, whether as a result of new information or future developments. Factors or events may emerge that could cause our actual results to differ from the forward-looking statements in this listing prospectus and it is not possible for us

A-4

to predict all of them. For all of the reasons above, you are cautioned against placing undue reliance on forward-looking statements.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Information This listing prospectus contains our audited consolidated financial statements as of and for the years ended December 31, 2009, 2010 and 2011 (the Audited Financial Statements) and our unaudited interim condensed consolidated financial statements as of March 31, 2012 and for the three months ended March 31, 2011 and 2012 (the Interim Financial Statements and, together with the Audited Financial Statements, the Financial Statements). For the period ended December 31, 2010, we changed the reporting currency used in preparing our financial statements from the Mexican peso (which we used through December 31, 2009) to the U.S. dollar (which we began using as of January 1, 2010), given that the functional currency of our operations is the U.S. dollar. For comparison and presentation purposes, the Financial Statements and other financial information for the period ended December 31, 2009 included in this listing prospectus are presented in U.S. dollars. We prepare the Financial Statements in accordance with Mexican Financial Reporting Standards (MFRS), as promulgated by the Mexican Financial Reporting Standards Board (Consejo Mexicano para la Investigacin y Desarrollo de Normas de Informacin Financiera). MFRS differs in certain significant respects from accounting principles generally accepted in the United States (U.S. GAAP). We are not providing any reconciliation to U.S. GAAP of the Financial Statements or other financial information in this listing prospectus. We cannot assure you that a reconciliation would identify material quantitative differences between the Financial Statements or other financial information as prepared on the basis of MFRS if such information were to be prepared on the basis of U.S. GAAP. We will be reporting under International Financial Reporting Standards (IFRS) for the year ended December 31, 2012, with an official IFRS adoption date of January 1, 2012. IFRS differs in certain significant respects from MFRS and U.S. GAAP. Since we are currently in the process of converting our financial statements to IFRS, it is not yet possible to determine in a definitive manner the possible effects that IFRS will have on our financial information; however, we believe that the primary impact of this accounting change on our financial statements will be (i) the revaluation of our fixed assets, which we believe will result in an increase in the value of our property, machinery and equipment and our total assets and an increase in our depreciation and amortization expense, (ii) an increase in our liabilities associated with employee benefits and (iii) an increase in our deferred income tax liabilities resulting principally from the adjustments described in (i) and (ii). An analysis of the principal differences between IFRS and MFRS and an estimate of the effect of IFRS on our consolidated opening balance sheet as of January 1, 2011, our consolidated transitional balance sheet as of December 31, 2011 and our unaudited interim balance sheet as of March 31, 2012 is set forth in Note 3 to the Annual Financial Statements and to the unaudited Interim Financial Statements included elsewhere in this listing prospectus. As a result of the adoption of IFRS, our consolidated financial information presented under IFRS for fiscal year 2012 may not be comparable to our financial information for previous periods prepared under MFRS. Moreover, the International Accounting Standards Board (IASB) standards and International Financial Reporting Standards Interpretation Committee (IFRIC) interpretations used to prepare the IFRS financial information included in the Financial Statements were those issued and effective as of March 31, 2012; however, the IFRS standards and IFRIC interpretations that will be applicable at December 31, 2012, the date for reporting our first set of financial statements under IFRS, including those that will be applicable on an optional basis, may differ from those applied in preparing the IFRS financial information included herein.

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In this listing prospectus and in the Financial Statements, references to domestic sales are references to sales of products produced and sold in the same country and sales of sourced products, which are finished products that we import from suppliers. References to export sales are references to sales of products manufactured in one country and sold to a customer located in a different country. Where indicated, we have included certain adjusted financial information in this listing prospectus that excludes the non-controlling interest in Mabe Brasil Eletrodomsticos, Ltda. (Mabe Brazil), in which we currently hold a 58.63% ownership interest. General Electric Company, a group of Mexican shareholders and a group of Brazilian shareholders hold the remaining 41.37% non-controlling ownership interests of Mabe Brazil. This adjusted financial information reflects our proportionate 58.63% ownership interest in Mabe Brazil and, therefore, we believe it more accurately reflects our economic participation in Mabe Brazils financial results and is consistent with similar adjusted financial information we have provided to our bondholders in the past. Totals in some tables in this listing prospectus may differ from the sum of individual amounts in those tables due to rounding. Currency Information Unless otherwise specified, references to US$ and U.S. dollars are to the lawful currency of the United States. References to Ps. and pesos are to the lawful currency of Mexico. Note Regarding Non-GAAP Financial Measures A body of generally accepted accounting principles, such as MFRS, is commonly referred to as GAAP. A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. We disclose in this listing prospectus certain adjusted financial information that excludes the non-controlling interest in Mabe Brazil, which is a non-GAAP financial measure. We also disclose in this listing prospectus EBITDA, which is not a financial measure recognized under GAAP. In managing our business we rely on EBITDA as a means of assessing our operating performance. We believe that EBITDA enhances the understanding of our financial performance and our ability to satisfy principal and interest obligations with respect to our indebtedness as well as to fund capital expenditures and working capital requirements because it excludes the effect of (i) income tax, (ii) other expenses, net (which primarily consists of non-recurring items), (iii) certain financing costs, which are significantly affected by external factors, including interest rates, foreign currency exchange rates and inflation rates, which we believe have little or no bearing on our operating performance, (iv) depreciation and amortization, which represents a non-cash charge to earnings and (v) participation in the results of joint venture. EBITDA, however, is not a measure of financial performance under MFRS and should not be considered as an alternative to net income or operating income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. You should review EBITDA, along with net income and cash flow from operating activities, investing activities and financing activities, when trying to understand our operating performance. While EBITDA is a relevant and widely used measure of operating performance, it does not represent cash generated from operating activities in accordance with MFRS and should not be considered as an alternative to net income (loss), determined in accordance with MFRS, as an indication of our financial performance, or to cash flow from operating activities, determined in accordance with MFRS, as a measure of our liquidity, nor is it indicative of funds available

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to fund our cash needs. The non-GAAP financial measures described in this listing prospectus are not a substitute for GAAP measures of financial performance. EBITDA has material limitations that impair its value as a measure of our overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expenses, income taxes, depreciation, amortization and the impact of financial derivatives (except for derivatives classified as hedging). Our calculation of EBITDA may not be comparable to other companies calculation of similarly titled measures. The components of EBITDA presented herein relate to MFRS, which we used to prepare the Financial Statements. For a reconciliation of EBITDA to consolidated net income (loss) under MFRS for the years ended December 31, 2009, 2010 and 2011 and the three months ended March 31, 2011 and 2012, see SummarySummary Consolidated Financial Data and Selected Consolidated Financial Information. Industry and Market Data A substantial portion of the data and other statistical information used throughout this listing prospectus is based on our estimates, which are derived from our review of internal surveys, as well as independent sources. Our estimates for Central America and South America are based exclusively on our beliefs and on information we have obtained ourselves and not from independent sources. Although we believe our sources and estimates are reliable, we have not independently verified the information or data from third parties and cannot guarantee the accuracy or completeness of such information from third parties or the information and data we have obtained ourselves. The words estimated, believe and approximate when used in this listing prospectus with respect to market share should be interpreted in light of the foregoing. All market share information presented in this listing prospectus is based on unit sales. Combined market share means unit sales of particular white line products we have sold in a market over total unit sales of those particular white line products in that market. Average weighted combined market share means the weighted average of our market shares for various products in the relevant markets.

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SUMMARY This summary may not contain all of the information that is important to you. You should read carefully the entire listing prospectus, including the Financial Statements and related notes and other financial data appearing elsewhere herein, before making a decision whether to participate in the exchange offer and the consent solicitation. Throughout this listing prospectus, unless the context otherwise requires, the terms we, us, our, the Company and Mabe refer to Controladora Mabe, S.A. de C.V. and its subsidiaries. Our Business We are a holding company with subsidiaries involved in the manufacture, distribution, sale and servicing of ranges, refrigerators, clothes dryers and washing machines, commonly referred to as white line products. We have operations throughout North, Central and South America (including Brazil, where we operate through our 58.63% interest in Mabe Brazil). We believe we have leading market shares in most of the countries where we operate. We have eight manufacturing facilities in Mexico and nine other manufacturing facilities. We also distribute built-in ovens and hoods, water coolers, dishwashers, microwave ovens and related parts and components under various brand names. Since 1987, we have operated as a joint venture with General Electric Company (GE), which holds a 48.41% equity interest in our company. Pursuant to our joint venture agreement, GE is also our principal customer based on aggregate product sales, and GE licenses to us trademarks and patents for our products and provides us access to relevant technology used in the manufacture of our products. Net sales to GE accounted for 21% of our consolidated net sales in 2011 and 23% of our consolidated net sales for the three months ended March 31, 2012. Additionally, in part through our partnership with GE, we have improved our manufacturing processes and operating performance by applying GEs continuous improvement techniques. Our products are sold primarily in Mexico, the United States, Canada, Central America and South America under the following brand names: GE, GE Monogram, GE Caf, GE Profile, Hotpoint, Mabe, Io Mabe, Atlas, Moffat, Dako, Continental and various local brand names. In 2011, we had consolidated net sales of US$3,660 million, operating income of US$49 million and EBITDA of US$211 million. For the three months ended March 31, 2012, we had consolidated net sales of US$931 million, operating income of US$25 million and EBITDA of US$60 million, compared to US$854 million, US$9 million and US$45 million, respectively, for the comparable period in 2011. North American Operations Mexico We are the leading distributor and manufacturer of white line products in Mexico with an approximate 43% average weighted combined market share in 2011, consisting of approximately 64% market share for ranges, 37% market share for refrigerators and 35% market share for washing machines. In 2011, our consolidated domestic net sales for our Mexican operations were US$715 million. For the three months ended March 31, 2012, our consolidated domestic net sales for our Mexican operations were US$159 million, compared to US$176 million for the comparable period in 2011. We market our products in Mexico under the GE, Io Mabe, Mabe and other well-known local brand names.

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Exports We exported approximately 1.4 million units to the U.S. market from our facilities in Mexico under our joint venture agreement with GE in 2011. For the three months ended March 31, 2012, we exported approximately 418,772 units to the U.S. market, compared with 352,702 units for the comparable period in 2011. In the United States, GE mainly markets our products under various GE brand names and the Hotpoint brand name. In addition to exports to the United States from Mexico, we also exported approximately 778,236 additional units to other countries in 2011. For the three months ended March 31, 2012, we exported approximately 193,001 units to other countries, compared with approximately 153,552 units for the comparable period in 2011. In 2011, our consolidated net export sales on a global basis were US$934 million, of which US$776 million, or 83%, represented exports to GE for sale in the United States. For the three months ended March 31, 2012, our consolidated net export sales on a global basis were US$254 million, of which US$216 million, or 85%, represented exports to GE for sale in the United States, compared to US$212 million for the comparable period in 2011, of which US$178 million, or 83%, represented exports to GE for sale in the United States. Canada We conduct our Canadian operations through MC Commercial Inc., our commercial business unit located in Burlington, Canada and Mabe Canada Inc. (Mabe Canada), our manufacturing business unit located in Montreal, Canada. Through our Canadian operations, we are the primary supplier of clothes dryers to GE in the United States sold under the GE, GE Profile and GE Monogram brand names. In the Canadian market, in addition to these brand names, we also sell dryers under the Hotpoint and Moffat brand names. We recently entered into a new Dryer Manufacturing Agreement with GE which involves the relocation of our dryer production from Montreal to Saltillo, Mexico. We have recently determined that our Montreal plant, which is currently operating at half of its capacity, is no longer financially viable and, accordingly, we plan to gradually close this plant between now and the end of 2014. This decision will not impact our sales, distribution and support division in Canada under our commercial business unit operated by MC Commercial Inc., nor will it have an impact on the supply of products to customers. Production of dryers from the Montreal plant will be consolidated into our existing facilities in Mexico. Andean Region Operations We are also a leading manufacturer and distributor of white line products in Colombia, Peru, Ecuador, Chile and Venezuela (the Andean Region), where we believe our combined market share for white line products was approximately 29% in 2011. We have manufacturing facilities in Colombia and Ecuador which serve as the primary source of products for the Andean Region markets. In August 2008, we initiated distribution operations in Chile, introducing white line products manufactured in Colombia, Brazil, Argentina and Mexico under the Mabe and GE brand names. We believe we had an approximate 3% market share for white line products when operations started in Chile and that our market share in Chile climbed to approximately 12% by the end of 2011. We currently do not have manufacturing facilities in Venezuela. Net sales to Venezuela represented 4% of our total sales in the three months ended March 31, 2012, compared to 3% for the comparable period in 2011.

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Brazil and Argentina Operations In Brazil and Argentina, we manufacture ranges, refrigerators and washing machines for the Brazilian and Argentinian markets and for export to other countries. Our operations in Brazil were strengthened in 2010 when we integrated BSH Continental Eletrodomsticos LTDA, a Brazilian subsidiary of the German company BSH Bosch und Siemens Hausgerte GmbH, which conducted Boschs trademark white-line appliance operations in Brazil. At the end of 2010, we consolidated our three Brazilian operations into Mabe Brasil Eletrodomsticos, Ltda. (formerly BSH Continental Eletrodomsticos LTDA) in which we have a 58.63% ownership interest. Through Mabe Brazils three manufacturing facilities, we manufacture gas ranges, refrigerators and washing machines for the Brazilian domestic market under various GE and local brand names. We believe Mabe Brazil had an approximate 22% market share in Brazil in 2011. We also own two manufacturing plants in Argentina that produce ranges and refrigerators. We recently entered into a strategic alliance with Midea Group, to produce and sell front load washing machines in Argentina under local Mabe brand names. We believe that our market share in 2011 was approximately 18% in Argentina. Central American Operations We have operated in the domestic markets in Central America and exported white line products to Central America and the Caribbean from Mexico since 1960. In 1997, we expanded our Central American operations into El Salvador, Costa Rica, Guatemala, Honduras and Panama. In February of 2008, we acquired Atlas Electrica, S.A. (Atlas), a leading manufacturer of white line products in Central America, which manufactures ranges and refrigerators at its Heredia manufacturing facility in Costa Rica. We believe it is the primary supplier of ranges and refrigerators in Central America. Atlas manufactures and sells its products under popular regional brand names, such as Atlas and Cetron. We believe that our combined market share in 2011 in each of the markets in which we operate in Central America was approximately 50% based on our own estimates.

History and Development Our predecessor was incorporated in Mexico as Industrias Mabe, S.A. de C.V. in 1946 and began production of kitchen fittings in Mexico in the 1940s. By 1953, we were producing our first gas ranges, which were quickly followed by the production of our first ovens, grills, built-in kitchenettes and breakfast units. During the 1950s and the 1960s, we began to establish branches and distribution centers throughout Mexico. We produced our first single-door refrigerators in 1964 and during the 1960s began to increase our share of the Mexican domestic market as well as expand into the export market. By 1968, we had become Mexicos leading exporter of white line products, and had successfully penetrated the Venezuelan and certain Central American markets. Controladora Mabe, S.A. de C.V. was incorporated on November 18, 1981 for a period of 99 years. Our corporate purpose is to participate in the capital of all types of companies, create, buy and sell white line products, establish and operate plants, and various other legal activities related to the production and distribution of our products. We began operations in Quertaro, Mexico in 1982 with two plants that produce plastics and steel die-stamping components used in ranges and refrigerators. Today, we are a multinational company with operations throughout the Americas with total sales of US$3,660 million in 2011 and US$931 million for the three months ended March 31, 2012, and more

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than 22,400 employees throughout the Americas. Approximately two-thirds of our employees are members of labor unions. Competitive Strengths Strong Brand Awareness and Presence Throughout the Americas We have a strong brand portfolio with leading brand names such as GE, GE Monogram and Mabe that have high levels of awareness with consumers. We are the leading distributor and manufacturer of white line products in Mexico with an approximate 43% average weighted combined market share in 2011, consisting of approximately 64% market share for ranges, 37% market share for refrigerators and 35% market share for washing machines. In addition, our widely-recognized brand names have leading market shares in all countries in which we operate other than Canada, Brazil and Argentina, where we believe we have the second largest market share position. In the United States, our products are sold under various GE brand names. In Canada, we sell dryers under the GE, Hotpoint and Moffat brand names. In Mexico and other countries in Latin America, we sell high-end white line products under the GE and IoMabe brand names, middle-market white line products under the Mabe and Easy brand names, and middle- and lower-end white-line products under local brand names such as IEM (Mexico), Atlas and Cetron (Central America), Regina (Venezuela), Durex (Ecuador), Inresa (Peru), Centrales (Colombia), Dako and Continental (Brazil) and Patrick (Argentina). We believe that our brand name portfolio helps us to maintain our market share position and creates significant barriers to entry for potential competitors. We believe our strong relationships with leading distributors through the region support our position as a market leader. Exceptional Sourcing Network We have developed a close relationship with suppliers by integrating procedures and improving communication channels to ensure the consistency of our operations. Our purchasing activities are centralized, which provides us with a stronger negotiating position with respect to raw material sourcing. In addition, due to our relationship with GE, we have a preferred raw material sourcing arrangement with GEs suppliers that gives us access to raw materials at the same costs and under the same conditions as GE. World Class R&D Facilities Our competitive position is enhanced by our access to world-class research and development facilities. In 1994, we established the Technology and Project Center in Quertaro, Mxico to carry out our research and development (R&D) activities. With an area of more than 60,000 square feet and equipped with the latest technology, this R&D center hosts laboratories and design shops where more than 400 engineers work on engineering, prototyping and product development projects. Over the past few years, this R&D center has achieved numerous product innovations that have translated into value creation for our company. Our Technology and Project Center also operates in partnership with GEs Research and Development Center located in Louisville, Kentucky, allowing us access to world-class design and technology data. Strategically Located Manufacturing Facilities and Dynamic Manufacturing Process We believe we have a very competitive cost structure, which results in large part from the strategic positioning and operation of our 17 manufacturing facilities to achieve greater operating efficiencies. Because most of our products are manufactured in Latin America where labor costs are generally lower, we are able to employ a high-skilled labor force with a relatively low cost compared with

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some of our competitors. In addition, our manufacturing facilities are strategically located to minimize transportation costs and strengthen the link between distributors and our customers, which allows us to respond faster and to be more closely in touch with the needs of our distributors and our customers. At our manufacturing facilities, we have incorporated a dynamic manufacturing process that allows us to adapt and incorporate new market trends and technologies in an efficient and timely manner. We use a portion of our capital expenditures to invest in the development of procedures that shorten product manufacturing and development times, which has enabled us to make adjustments to our products while minimizing production times and waste. We believe that these procedures have also led to better inventory management that, in turn, has had a positive effect in our cash conversion cycle. Product and Geographic Diversity Our sales are diversified both by product type and by geographic market. We believe this diversification puts us in a good position to drive growth and competitiveness to capture market opportunities and effectively mitigate any adverse consequences that could result from economic downturns. Our consolidated net sales were US$3,660 million in 2011 and US$931 million for the three months ended March 31, 2012, compared with consolidated net sales of US$854 million for the comparable period in 2011. Our consolidated EBITDA was US$211 million in 2011 and US$60 million for the three months ended March 31, 2012, compared with EBITDA of US$45 million for the comparable period in 2011. Our consolidated net sales by product are set forth in the table below for the periods indicated:
% of net sales Three months ended March 31, 2011 2012 (adjusted (adjusted for nonfor noncontrolling controlling interest in interest in Mabe Mabe Total Total Brazil) Brazil) Mabe Mabe 44% 43% 41% 42% 33% 32% 34% 34% 11% 11% 11% 11% 5% 6% 6% 7% 7% 7% 8% 6% 100% 100% 100% 100%

Product

Refrigerators .......................... Ranges ................................... Washing machines ................. Dryers .................................... Other ...................................... Total.......................................

Year ended December 31, 2011 (adjusted for noncontrolling interest in Mabe Brazil) Total Mabe 43% 43% 32% 32% 11% 11% 6% 6% 8% 8% 100% 100%

Our EBITDA by region of operation and the percentage contribution of each region to our consolidated EBITDA is set forth in the table below for the periods indicated:
EBITDA by region Three months ended Year ended December 31, March 31, 2012 2011 (US$ in millions) % (US$ in millions) % Mexico(1) ....................................................... South America(2) ........................................... Canada .......................................................... 137 43 17 65 21 8 34 22 2 56 37 3

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EBITDA by region Year ended December 31, Three months ended 2011 March 31, 2012 (US$ in millions) % (US$ in millions) % Central America............................................ Total.............................................................. 14 211 6 100 2 60 4 100

EBITDA by region (adjusted for non-controlling interest in Mabe Brazil) Year ended December 31, Three months ended 2011 March 31, 2012 (US$ in millions) % (US$ in millions) % Mexico(1) ....................................................... South America(2) ........................................... Canada .......................................................... Central America............................................ Total.............................................................. 138 61 17 14 230 60 27 7 6 100 34 21 2 2 59 58 36 3 3 100

___________
(1) Includes sales to GE for sale in the United States and elsewhere. (2) South America includes the Andean Region, Brazil and Argentina.

Business Alliance with GE Our competitive position is strengthened by our relationship with GE, with which we have had a business alliance since 1987. We export products to the United States under GEs technical standards. GE provides us access to certain of its trademarks and designs, technical support and patents, and is the principal distributor for our products in the U.S. market. Since 1987, we have expanded our relationship with GE to develop new products for the U.S., Canadian and Mexican markets. We believe that our relationship with GE gives us the ability to leverage our capabilities to produce high-quality products. We have entered into a new Dryer Manufacturing Agreement with GE, which became effective on January 1, 2012, pursuant to which we will manufacture approximately 10,000,000 dryers for sale to GE over a period of 10 years. We expect to invest approximately US$80 million to expand our dryer production capacity and develop new products with higher standards as a result of this agreement. Recognized Manufacturing Excellence and Product Quality We have achieved recognition for quality at our manufacturing facilities. Our Leiser Facility was the first appliance manufacturer in the Americas to receive certain industry awards relating to quality and efficiency. Since October 1994, most of our facilities have been ISO certified. The gas ranges produced at our Leiser Facility have been consistently ranked in the top five for their product category by Consumer Reports Magazine in recent years. We also received Innovation Awards from the Applied Research and Technology Directors Association in Mexico in 2008, 2009 and 2011 for the new aqua saver program in our washing machines. We believe these quality certifications and awards are a recognition of the extraordinary efforts we have made to improve our manufacturing processes and the quality of the products we produce.

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Business Strategy We intend to continue strengthening our position in countries where we currently have leading market positions and to, increase our position in other markets in the Americas by increasing sales of existing and new products and leveraging our brand names. With respect to our operations, our strategy is to continue to improve manufacturing efficiency, reduce costs and increase productivity while maintaining our high levels of product quality and customer satisfaction. Key elements of our strategy are: Realign Our Organizational Structure into Three Global Business Units In 2010, we commenced streamlining our organizational structure from a complex geographically-based business into three global business units: Supply Chain, Market Development and Services. Under this new organizational model, each business unit will be responsible for its own strategy formulation and profit creation, which we believe will enable better strategy implementation, improve the speed of new products to market, enhance cost efficiency initiatives, increase transparency in our operations and provide better accountability-tracking capabilities. Additionally, we believe this corporate reorganization will provide us with a more robust legal structure to leverage acquisitions, divestitures and new joint-ventures, fund future growth, receive future investors and manage our debt. We have implemented this organizational model in Mexico, Canada, the Andean Region and Central America. Expand Investments in Latin America We intend to continue the integration of our operations in Latin America and to continue leveraging our established platform in this region. In particular, we intend to leverage our manufacturing capacity by taking advantage of reduced labor costs and trade arrangements pursuant to which we may manufacture products in certain countries and export them to others without import tariffs or with significantly reduced import tariffs. Expand and Consolidate our Business Relationship with GE in the United States We intend to maintain our position as GEs most competitive and preferred supplier of white line products for U.S. distribution as a means to improve our market share in the United States and increase our profitability. We intend to seek to increase the volume and variety of products we export to GE for the United States market. Customize Products to Meet Local Demands and Preferences We believe that providing product designs focused on the needs and habits of each country and region to which we export is critical to our continued success. Accordingly, we strive to adapt our products to the needs of local customers. We believe that our success in penetrating new markets is in large part a result of our ability to provide customers with product designs that are familiar to them, that make them feel comfortable and that address their needs and style preferences. We utilize local brand names for products designed for specific markets and tailor the look and operation of our products to conform to the requirements and standards of each market. Introduce Technologically Advanced Products We seek to be at the forefront of development of product technology, which is critical to the continued success of our business. In 1994, we established the Technology and Development Center in

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Quertaro, Mexico, which employs approximately 400 engineers and is designed to develop new, technologically advanced and differentiated products for both the Mexican and export markets. We also intend to further enhance our product offerings by applying technology made available by GE pursuant to our joint venture agreement. We are also committed to use state-of-the-art technology in our manufacturing processes to produce higher quality products on a more efficient basis. We expect to continue to invest in and improve our manufacturing technology and to introduce technologically advanced products. Improve Product Quality, Customer Service and Manufacturing Efficiency We continually strive to improve the quality of our products and provide superior customer service. We have integrated Six Sigma, a quality control program designed to eliminate defects in the manufacturing process and deliver near-perfect products, at every level of our operations throughout our manufacturing facilities. Our strategic organization program, Mabe Way, implements streamlining technology to allow our products to more efficiently reach our customers. In addition, we seek to continually improve our product service operation to provide after-sales support service to customers in the markets where our products are sold. We strive to increase operating efficiencies and reduce manufacturing costs. We are committed to the use of state-of-the-art technology in our manufacturing processes to create better and more efficiently produced products. We have adopted a standardized purchase and sale accounting control mechanism to maintain low inventory levels and adopted a flexible work schedule that allows for fluctuations in the number of employees or hours worked based on market demand. Leverage Our Leading Market Position and Brand Recognition We believe there are still growth opportunities in all of the markets in which we operate, particularly in the refrigerator and washing machine segments, reflecting greater consumer purchasing power and more sophisticated consumer preferences. We also believe we will benefit from the favorable demographic trends in these markets where a significant percentage of the population is below 30 years of age. We expect this demographic trend will drive demand for white line products. We intend to continue to leverage our leading market positions and strong brand recognition in our markets to:

target first-time customers for white line products; capture the market for customers upgrading to higher-end white line products that generally generate greater profit margins; maintain our leadership position in the Mexican, Central American, Andean Region and U.S. markets; increase our market share in Canada, Brazil and Argentina; and increase our presence in countries like Chile and other countries outside the Americas where we currently have limited or no operations.

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SUMMARY CONSOLIDATED FINANCIAL DATA The following tables present summary consolidated financial information and other data as of and for each of the periods indicated. These tables should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this listing prospectus and are qualified in their entirety by the information contained therein. Financial information as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 has been derived from the Audited Financial Statements and notes thereto included elsewhere in this listing prospectus. Information as of December 31, 2009 is derived from our audited financial statement not included in this listing prospectus. The financial information as of and for the three months ended March 31, 2011 and 2012 has been derived from the Interim Financial Statements include elsewhere in this listing prospectus. Our consolidated financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. In this listing prospectus and in the Financial Statements, references to domestic sales are references to sales of products produced and sold in the same country and sales of sourced products, which are finished products that we import from suppliers. References to export sales are references to sales of products manufactured in one country and sold to a customer located in a different country. Where indicated, we have included certain adjusted financial information in the following tables that excludes the non-controlling interest in Mabe Brazil, in which we currently hold a 58.63% ownership interest. For additional information regarding financial information presented in this listing prospectus, see Presentation of Financial and Other Information.

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Income Statement Data Domestic sales .......................................................... Export sales .............................................................. Net sales.................................................................... Variable production costs ......................................... Variable selling and administration expenses ........... Total variable costs ............................................... Contribution margin ................................................. Fixed production costs .............................................. Fixed selling and administration expenses ............... Total fixed expenses .............................................. Operating income ..................................................... Other expenses, net ................................................... Net foreign exchange (loss) gain .............................. Net interest expense .................................................. Loss on monetary position ........................................ Comprehensive financing cost, net(1) ........................ Income (loss) before income tax benefit (expense) and participation in the results of joint venture ..... Income tax benefit (expense) .................................... Participation in the results of joint venture ............... Consolidated net loss ..............................................
_____________________________________________________________________________

Year ended December 31, 2009 2010 2011 (US$ in millions) 2,175 2,246 2,726 953 963 934 3,128 3,209 3,660 2,275 2,356 2,719 277 317 361 2,673 3,080 2,553 575 536 580 133 143 162 277 298 370 441 532 410 165 95 49 (21) (66) (72) (38) (28) (7) (87) (98) (111) (1) (1) (125) (127) (119) 19 (23) (4) (98) 53 (2) (47) (142) 2 (1) (140)

Three months ended March 31, 2011 2012 642 212 854 629 84 713 140 36 95 132 9 (8) 12 (32) (20) (20) (4) (24) 677 254 931 682 93 775 156 35 96 132 25 (7) (1) (36) (37) (20) 4 (15)

(1) For additional information regarding the components of comprehensive financing cost, net, see Note 18 to the Audited Financial Statements and Note 14 to the Interim Financial Statements.

Income Statement Data(1) Domestic sales .......................................................... Export sales .............................................................. Net sales.................................................................... Variable production costs ......................................... Variable selling and administration expenses ........... Total variable costs ............................................... Contribution margin ................................................. Fixed production costs .............................................. Fixed selling and administration expenses ............... Total fixed expenses .............................................. Operating income ..................................................... Other expenses, net ................................................... Net foreign exchange (loss) gain .............................. Net interest expense .................................................. Loss on monetary position ........................................ Comprehensive financing cost, net(2) ........................ Income (loss) before income tax benefit (expense) and participation in the results of joint venture ..... Income tax (expense) benefit .................................... Participation in the results of joint venture ............... Consolidated net income (loss) ..............................
_____________________________________________________________________________

Year ended December 31, 2009 2010 2011 (US$ in millions) 1,956 2,049 2,362 953 963 934 2,909 3,012 3,296 2,117 2,197 2,428 249 284 312 2,480 2,740 2,366 543 532 556 122 132 148 279 327 253 411 475 375 168 122 80 (42) (52) (10) (19) (28) (6) (80) (86) (94) (1) (1) (100) (115) (101) 58 (32) 25 (35) 51 16 (73) (1) (74)

Three months ended March 31, 2011 2012 548 212 760 486 144 630 131 32 84 116 14 (6) 11 (28) (16) (8) (4) (12) 574 254 828 605 78 683 145 31 86 117 28 (6) (1) (29) (31) (9) 4 (5)

(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

A-18

(2) For additional information regarding the components of comprehensive financing cost, net, see Note 18 to the Audited Financial Statements and Note 14 to the Interim Financial Statements.

Balance Sheet Data Current assets: Cash and cash equivalents ..................................... Accounts receivable, net ....................................... General Electric Company (Shareholder) ............. Inventories, net ...................................................... Prepaid expenses ................................................... Total current assets ................................................ Property, machinery and equipment, net .................. Goodwill, net ............................................................ Other assets, net ........................................................ Total assets .............................................................. Current liabilities: Current portion of long-term debt ......................... Notes and accounts payable to suppliers ............... Other accounts payable and accrued expenses and other(1) ......................................................... Total current liabilities ........................................... Long-term debt ......................................................... Deferred income tax ................................................. Employee benefits .................................................... Other long-term liabilities ........................................ Total liabilities ........................................................ Total stockholders equity...................................... Total liabilities and stockholders equity ..............

2009

As of December 31, 2010 2011 (US$ in millions) 113 571 11 477 12 1,184 773 250 344 2,551 195 660 366 1,221 603 111 90 36 2,061 491 2,551 80 476 32 408 26 1,021 634 250 485 2,390 21 805 337 1,163 679 94 65 67 2,067 323 2,390

As of March 31, 2011 2012

157 606 7 420 7 1,197 666 246 208 2,317 161 580 280 1,020 618 86 81 1,806 511 2,317

82 621 19 459 26 1,207 775 250 292 2,524 178 726 317 1,220 603 81 167 2,071 453 2,524

78 524 16 426 35 1,079 620 250 472 2,421 47 806 366 1,219 657 92 65 72 2,105 317 2,421

_____________________
(1) For additional information regarding the components of other accounts payable and accrued expenses, see the consolidated balance sheets in the Audited Financial Statements and the Interim Financial Statements.

A-19

Balance Sheet Data(1) Current assets: Cash and cash equivalents ..................................... Accounts receivable, net ....................................... General Electric Company (Shareholder) ............. Inventories, net ...................................................... Prepaid expenses ................................................... Total current assets ................................................ Property, machinery and equipment, net .................. Goodwill, net ............................................................ Other assets, net ........................................................ Total assets .............................................................. Current liabilities: Current portion of long-term debt ......................... Notes and accounts payable to suppliers ............... Other accounts payable and accrued expenses and other(2) ......................................................... Total current liabilities ........................................... Long-term debt ......................................................... Balance Sheet Data(1) Deferred income tax ................................................. Employee benefits .................................................... Other long-term liabilities ........................................ Total liabilities ........................................................ Total stockholders equity...................................... Total liabilities and stockholders equity ..............

2009

As of December 31, 2010 2011 (US$ in millions) 97 505 11 437 12 1,062 698 250 196 2,207 165 578 79 465 32 375 25 975 570 250 447 2,242 21 698

As of March 31, 2011 2012

154 556 7 391 6 1,114 631 246 169 2,161 153 536

80 574 19 437 5 1,116 721 250 246 2,333 164 627

78 487 16 395 34 1,010 523 250 432 2,216 47 691

199 214 261 888 956 981 616 603 679 As of December 31, 2009 2010 2011 (US$ in millions) 76 86 90 65 51 54 40 1,641 1,703 1,840 520 505 402 2,161 2,207 2,242

246 223 1,036 962 602 657 As of March 31, 2011 2012 81 114 1,833 500 2,333 76 65 72 1,832 383 2,216

_____________________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil. (2) For additional information regarding the components of other accounts payable and accrued expenses, see the consolidated balance sheets in the Audited Financial Statements and the Interim Financial Statements.

Unit Sales Ranges ...................................................................... Refrigerators ............................................................. Washing machines .................................................... Dryers ....................................................................... Other ......................................................................... Total .........................................................................

Year ended December 31, 2009 2010 2011 (in thousands) 5,337 5,900 5,862 3,364 4,249 4,215 1,590 1,750 1,690 1,153 1,153 1,040 1,370 1,316 1,383 12,814 14,360 14,191

Three months ended March 31, 2011 2012 1,393 1,016 405 219 296 3,329 1,569 989 404 248 303 3,503

A-20

Unit Sales(1) Ranges ........................................................................... Refrigerators .................................................................. Washing machines ......................................................... Dryers ............................................................................ Other .............................................................................. Total ..............................................................................

Three months ended March 31, Year ended December 31, 2010 2011 2011 2012 2009 (in thousands) 5,333 5,063 5,026 1,192 1,321 3,362 3,767 3,704 886 840 1,589 1,630 1,553 372 366 1,153 1,153 1,040 219 248 1,370 1,253 1,301 274 285 12,806 12,866 12,624 2,943 3,060

_____________________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

Reconciliation of EBITDA to net income (loss)

Three months ended March 31, Year ended December 31, 2010 2011 2011 2012 2009 (US$ in millions) (4) 23 21 125 133 298 (47) 2 (53) 66 127 143 238 (140) 1 (2) 72 119 162 211 (24) 4 8 20 36 45 (15) (4) 7 37 35 60

Consolidated net loss .................................................... Participation in the results of joint venture ............. Income tax (benefit) expense .................................. Other expenses, net ................................................. Comprehensive financing cost, net ......................... Depreciation and amortization ............................... EBITDA ................................................................

Reconciliation of EBITDA to net income (loss)(1)

Three months ended March 31, Year ended December 31, 2010 2011 2011 2012 2009 (US$ in millions) 25 32 10 100 122 290 16 (51) 42 115 132 253 (74) 1 52 101 148 230 (12) 4 6 16 32 46 (5) (4) 6 31 31 59

Consolidated net loss .................................................... Participation in the results of joint venture ............. Income tax (benefit) expense .................................. Other expenses, net ................................................. Comprehensive financing cost, net ......................... Depreciation and amortization ............................... EBITDA ................................................................

_____________________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

A-21

Other Financial Data and Ratios EBITDA(1) ..................................................................... EBITDA margin(1) ......................................................... Ratio of total debt to EBITDA(2).................................... Ratio of earnings to fixed charges .................................

As of and for the Three months ended As of and for the year ended March 31, December 31, 2010 2011 2011 2012 2009 (US$ in millions, except for % and ratios) 298 238 211 45 60 9.53% 7.42% 5.76% 5.26% 6.41% 2.6 3.4 3.3 3.3 3.1 2.2 1.5 1.3 0.9 1.1

Other Financial Data and Ratios(3) EBITDA(1) ..................................................................... EBITDA margin(1) ......................................................... Ratio of total debt to EBITDA(2).................................... Ratio of earnings to fixed charges .................................

As of and for the Three months ended As of and for the year ended March 31, December 31, 2010 2011 2011 2012 2009 (US$ in millions, except for % and ratios) 290 253 230 46 59 9.97% 8.41% 6.98% 6.10% 7.09% 2.7 3.0 3.0 3.0 2.9 2.3 1.9 1.7 1.1 1.3

______________
(1) EBITDA is not a financial measure computed under MFRS. We define EBITDA as consolidated net income (loss) before participation in the results of joint venture, plus income tax, other expenses, net, comprehensive financing cost, net and depreciation and amortization. See Presentation of Financial and Other InformationNote Regarding Non-GAAP Financial Measures. The subsidiary guarantors of the new notes (in addition to Controladora Mabe on a standalone basis) directly accounted in aggregate for 51% of our consolidated EBITDA for the year ended December 31, 2011 and 49% of our consolidated EBITDA for the three months ended March 31, 2012. EBITDA margin is EBITDA as a percentage of net sales. The ratio of total debt to EBITDA for a fiscal year or period is computed by dividing total debt as of the end of the fiscal year or period by EBITDA for the fiscal year or period. Adjusted to reflect our 58.63% ownership interest in Mabe Brazil

(2) (3)

A-22

CAPITALIZATION The following table sets forth certain consolidated financial information for us under MFRS as of March 31, 2012, including our cash and cash equivalents, short-term and long-term indebtedness and total capitalization. The table also sets forth such information as adjusted to reflect the consummation of the exchange offer and the consent solicitation, assuming that all old notes were tendered prior to or on the early participation date and we did not round down the amount to be issued to any tendering holder. This table should be read together with the Financial Statements and notes thereto included elsewhere in this listing prospectus. There has been no material change in our capitalization since March 31, 2012.
As of March 31, 2012 As adjusted for the exchange offer Actual (US$ in millions) 78 78 4 43 107 200 350 704 317 1,021 4 43 107 550 704 317 1,021

Cash and cash equivalents ............................................................................... Debt: Short-term debt ......................................................................................... Current portion of long-term debt............................................................. Long-term loans (excluding current portion)............................................ 6.500% Senior Guaranteed Notes due 2015 ............................................. 7.875% Senior Guaranteed Notes due 2019 offered hereby (including the new notes issued pursuant to the exchange offer)............................................................. Total debt ......................................................................................................... Total stockholders equity ............................................................................... Total capitalization(1) .......................................................................................

______________
(1) Total capitalization equals total debt plus total stockholders equity.

A-23

SELECTED CONSOLIDATED FINANCIAL INFORMATION These tables should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this listing prospectus and are qualified in their entirety by the information contained therein. Financial information as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 has been derived from the Audited Financial Statements and notes thereto included elsewhere in this listing prospectus. Information as of December 31, 2009 is derived from our audited financial statement not included in this listing prospectus. The financial information as of and for the three months ended March 31, 2011 and 2012 has been derived from the Interim Financial Statements include elsewhere in this listing prospectus. Our consolidated financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. In this listing prospectus and in the Financial Statements, references to domestic sales are references to sales of products produced and sold in the same country and sales of sourced products, which are finished products that we import from suppliers. References to export sales are references to sales of products manufactured in one country and sold to a customer located in a different country. Where indicated, we have included certain adjusted financial information in the following tables that excludes the non-controlling interest in Mabe Brazil, in which we currently hold a 58.63% ownership interest. For additional information regarding financial information presented in this listing prospectus, see Presentation of Financial and Other Information.

A-24

Income Statement Data Domestic sales .......................................................... Export sales .............................................................. Net sales.................................................................... Variable production costs ......................................... Variable selling and administration expenses ........... Total variable costs ............................................... Contribution margin ................................................. Fixed production costs .............................................. Fixed selling and administration expenses ............... Total fixed expenses .............................................. Operating income ..................................................... Other expenses, net ................................................... Net foreign exchange (loss) gain .............................. Net interest expense .................................................. Loss on monetary position ........................................ Comprehensive financing cost, net(1) ........................ Income (loss) before income tax benefit (expense) and participation in the results of joint venture ..... Income tax benefit (expense) .................................... Participation in the results of joint venture ............... Consolidated net loss ..............................................
_____________________________________________________________________________

Year ended December 31, 2009 2010 2011 (US$ in millions) 2,175 2,246 2,726 953 963 934 3,128 3,209 3,660 2,275 2,356 2,719 277 317 361 2,673 3,080 2,553 575 536 580 133 143 162 277 298 370 441 532 410 165 95 49 (21) (66) (72) (38) (28) (7) (87) (98) (111) (1) (1) (125) (127) (119) 19 (23) (4) (98) 53 (2) (47) (142) 2 (1) (140)

Three months ended March 31, 2011 2012 642 212 854 629 84 713 140 36 95 132 9 (8) 12 (32) (20) (20) (4) (24) 677 254 931 682 93 775 156 35 96 132 25 (7) (1) (36) (37) (20) 4 (15)

(1) For additional information regarding the components of comprehensive financing cost, net, see Note 18 to the Audited Financial Statements and Note 14 to the Interim Financial Statements.

Income Statement Data(1) Domestic sales .......................................................... Export sales .............................................................. Net sales.................................................................... Variable production costs ......................................... Variable selling and administration expenses ........... Total variable costs ............................................... Contribution margin ................................................. Fixed production costs .............................................. Fixed selling and administration expenses ............... Total fixed expenses .............................................. Operating income ..................................................... Other expenses, net ................................................... Net foreign exchange (loss) gain .............................. Net interest expense .................................................. Loss on monetary position ........................................ Comprehensive financing cost, net(2) ........................ Income (loss) before income tax benefit (expense) and participation in the results of joint venture ..... Income tax benefit (expense) .................................... Participation in the results of joint venture ............... Consolidated net income (loss) ..............................
_____________________________________________________________________________

Year ended December 31, 2009 2010 2011 (US$ in millions) 1,956 2,049 2,362 953 963 934 2,909 3,012 3,296 2,117 2,197 2,428 249 284 312 2,480 2,740 2,366 543 532 556 122 132 148 279 327 253 411 475 375 168 122 80 (42) (52) (10) (19) (28) (6) (80) (86) (94) (1) (1) (100) (115) (101) 58 (32) 25 (35) 51 16 (73) (1) (74)

Three months ended March 31, 2011 2012 548 212 760 486 144 630 131 32 84 116 14 (6) 11 (28) (16) (8) (4) (12) 574 254 828 605 78 683 145 31 86 117 28 (6) (1) (29) (31) (9) 4 (5)

(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

A-25

(2) For additional information regarding the components of comprehensive financing cost, net, see Note 18 to the Audited Financial Statements and Note 14 to the Interim Financial Statements.

Balance Sheet Data Current assets: Cash and cash equivalents ..................................... Accounts receivable, net ....................................... General Electric Company (Shareholder) ............. Inventories, net ...................................................... Prepaid expenses ................................................... Total current assets ................................................ Property, machinery and equipment, net .................. Goodwill, net ............................................................ Other assets, net ........................................................ Total assets .............................................................. Current liabilities: Current portion of long-term debt ......................... Notes and accounts payable to suppliers ............... Other accounts payable and accrued expenses and other(1) ......................................................... Total current liabilities ........................................... Long-term debt ......................................................... Deferred income tax ................................................. Employee benefits .................................................... Other long-term liabilities ........................................ Total liabilities ........................................................ Total stockholders equity...................................... Total liabilities and stockholders equity ..............

As of December 31, 2009 2010 2011 (US$ in millions) 157 606 7 420 7 1,197 666 246 208 2,317 161 580 280 1,020 618 86 81 1,806 511 2,317 113 571 11 477 12 1,184 773 250 344 2,551 195 660 366 1,221 603 111 90 36 2,061 491 2,551 80 476 32 408 26 1,021 634 250 485 2,390 21 805 337 1,163 679 94 65 67 2,067 323 2,390

As of March 31, 2011 2012

82 621 19 459 26 1,207 775 250 292 2,524 178 726 317 1,220 603 81 167 2,071 453 2,524

78 524 16 426 35 1,079 620 250 472 2,421 47 806 366 1,219 657 92 65 72 2,105 317 2,421

_____________________
(1) For additional information regarding the components of other accounts payable and accrued expenses, see the consolidated balance sheets in the Audited Financial Statements and the Interim Financial Statements.

A-26

Balance Sheet Data(1) Current assets: Cash and cash equivalents ..................................... Accounts receivable, net ....................................... General Electric Company (Shareholder) ............. Inventories, net ...................................................... Prepaid expenses ................................................... Total current assets ................................................ Property, machinery and equipment, net .................. Goodwill, net ............................................................ Other assets, net ........................................................ Total assets .............................................................. Current liabilities: Current portion of long-term debt ......................... Notes and accounts payable to suppliers ............... Other accounts payable and accrued expenses and other(2) ......................................................... Total current liabilities ........................................... Long-term debt ......................................................... Deferred income tax ................................................. Balance Sheet Data(1) Employee benefits .................................................... Other long-term liabilities ........................................ Total liabilities ........................................................ Total stockholders equity...................................... Total liabilities and stockholders equity ..............

2009

As of December 31, 2010 2011 (US$ in millions) 97 505 11 437 12 1,062 698 250 196 2,207 165 578 79 465 32 375 25 975 570 250 447 2,242 21 698

As of March 31, 2011 2012

154 556 7 391 6 1,114 631 246 169 2,161 153 536

80 574 19 437 5 1,116 721 250 246 2,333 164 627

78 487 16 395 34 1,010 523 250 432 2,216 47 691

199 214 261 888 956 981 616 603 679 76 As of December 31, 2009 2010 2011 (US$ in millions) 86 90 65 51 54 40 1,641 1,703 1,840 520 505 402 2,161 2,207 2,242

246 223 1,036 962 602 657 76 As of March 31, 2011 2012 81 114 1,833 500 2,333 65 72 1,832 383 2,216

_____________________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil. (2) For additional information regarding the components of other accounts payable and accrued expenses, see the consolidated balance sheets in the Audited Financial Statements and the Interim Financial Statements.

Unit Sales Ranges ...................................................................... Refrigerators ............................................................. Washing machines .................................................... Dryers ....................................................................... Other ......................................................................... Total .........................................................................

Year ended December 31, 2009 2010 2011 (in thousands) 5,337 5,900 5,862 3,364 4,249 4,215 1,590 1,750 1,690 1,153 1,153 1,040 1,370 1,316 1,383 14,360 14,191 12,814

Three months ended March 31, 2011 2012 1,393 1,016 405 219 296 3,329 1,569 989 404 248 303 3,503

A-27

Unit Sales(1) Ranges ........................................................................... Refrigerators .................................................................. Washing machines ......................................................... Dryers ............................................................................ Other .............................................................................. Total ..............................................................................

Three months ended March 31, Year ended December 31, 2010 2011 2011 2012 2009 (in thousands) 5,333 5,063 5,026 1,192 1,321 3,362 3,767 3,704 886 840 1,589 1,630 1,553 372 366 1,153 1,153 1,040 219 248 1,370 1,253 1,301 274 285 12,806 12,866 12,624 2,943 3,060

_____________________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

Reconciliation of EBITDA to net income (loss)

Three months ended March 31, Year ended December 31, 2010 2011 2011 2012 2009 (US$ in millions) (4) 23 21 125 133 298 (47) 2 (53) 66 127 143 238 (140) 1 (2) 72 119 162 211 (24) 4 8 20 36 45 (15) (4) 7 37 35 60

Consolidated net loss .................................................... Participation in the results of joint venture ............. Income tax (benefit) expense .................................. Other expenses, net ................................................. Comprehensive financing cost, net ......................... Depreciation and amortization ............................... EBITDA ................................................................

Reconciliation of EBITDA to net income (loss)(1)

Three months ended Year ended December 31, March 31, 2010 2011 2011 2012 2009 (US$ in millions) 25 32 10 100 122 290 16 (51) 42 115 132 253 (74) 1 52 101 148 230 (12) 4 6 16 32 46 (5) (4) 6 31 31 59

Consolidated net loss .................................................... Participation in the results of joint venture ............ Income tax (benefit) expense .................................. Other expenses, net ................................................. Comprehensive financing cost, net ......................... Depreciation and amortization ............................... EBITDA ................................................................

_____________________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

A-28

Other Financial Data and Ratios EBITDA(1) ..................................................................... EBITDA margin(1) ......................................................... Ratio of total debt to EBITDA(2).................................... Ratio of earnings to fixed charges .................................

As of and for the Three months ended As of and for the year ended March 31, December 31, 2010 2011 2011 2012 2009 (US$ in millions, except for % and ratios) 298 238 211 45 60 9.53% 7.42% 5.76% 5.26% 6.41% 2.6 3.4 3.3 3.3 3.1 2.2 1.5 1.3 0.9 1.1

Other Financial Data and Ratios(3) EBITDA(1) ..................................................................... EBITDA margin(1) ......................................................... Ratio of total debt to EBITDA(2).................................... Ratio of earnings to fixed charges .................................

As of and for the Three months ended As of and for the year ended March 31, December 31, 2010 2011 2011 2012 2009 (US$ in millions, except for % and ratios) 290 253 230 46 59 9.97% 8.41% 6.98% 6.10% 7.09% 2.7 3.0 3.0 3.0 2.9 2.3 1.9 1.7 1.1 1.3

______________
(1) EBITDA is not a financial measure computed under MFRS. We define EBITDA as consolidated net income (loss) before participation in the results of joint venture, plus income tax, other expenses, net, comprehensive financing cost, net and depreciation and amortization. See Presentation of Financial and Other InformationNote Regarding Non-GAAP Financial Measures. The subsidiary guarantors of the new notes (in addition to Controladora Mabe on a standalone basis) directly accounted in aggregate for 51% of our consolidated EBITDA for the year ended December 31, 2011 and 49% of our consolidated EBITDA for the three months ended March 31, 2012. EBITDA margin is EBITDA as a percentage of net sales. The ratio of total debt to EBITDA for a fiscal year or period is computed by dividing total debt as of the end of the fiscal year or period by EBITDA for the fiscal year or period. Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

(2) (3)

A-29

Sales by Country/Region Mexico ...................................................................... Canada ...................................................................... Central America........................................................ Venezuela ................................................................. Colombia .................................................................. Ecuador ..................................................................... Peru ........................................................................... Chile ......................................................................... Argentina .................................................................. Brazil ........................................................................ Total domestic sales ................................................ Exports (rest of the world) ........................................ USA (Montreal) ........................................................ USA (Leiser) ............................................................ USA (Quantum) ........................................................ USA (Saltillo) ........................................................... Total export sales .................................................... Total sales ................................................................

Three months ended Year ended December 31, March 31, 2009 2010 2011 2011 2012 (US$ in Millions) 565 726 715 176 159 331 359 364 75 83 144 165 170 37 33 318 118 101 23 36 133 167 181 38 44 64 76 78 16 17 54 65 67 15 15 17 30 37 10 10 88 118 156 38 42 461 421 857 214 240 2,175 2,246 2,726 642 677 135 175 158 34 38 194 181 145 31 38 315 303 300 70 90 297 279 274 66 68 12 25 58 10 22 953 963 934 212 254 3,128 3,209 3,660 854 931

Sales by Country/Region(1) Mexico ...................................................................... Canada ...................................................................... Central America........................................................ Venezuela ................................................................. Colombia .................................................................. Ecuador ..................................................................... Peru ........................................................................... Chile ......................................................................... Argentina .................................................................. Brazil ........................................................................ Total domestic sales ................................................ Exports (rest of the world) ........................................ USA (Montreal) ........................................................ USA (Leiser) ............................................................ USA (Quantum) ........................................................ USA (Saltillo) ........................................................... Total export sales .................................................... Total sales ................................................................

Three months ended Year ended December 31, March 31, 2009 2010 2011 2011 2012 (US$ in Millions) 565 726 715 176 159 331 359 364 75 83 144 165 170 37 33 318 118 101 23 36 133 167 181 38 44 64 76 79 16 17 54 65 67 15 15 17 30 10 37 10 88 118 156 38 42 242 225 492 121 137 1,956 2,049 2,362 548 574 135 175 158 34 38 194 181 145 31 38 315 303 300 70 90 297 279 274 66 68 12 25 58 10 22 953 963 934 212 254 2,909 3,012 3,296 760 828

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

A-30

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Financial Statements and the notes thereto included elsewhere in this listing prospectus which have been prepared in accordance with MFRS. The discussion and analysis in this section contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this listing prospectus, particularly in Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. Where indicated, we have included certain adjusted financial information below that excludes the non-controlling interest in Mabe Brazil, in which we currently hold a 58.63% ownership interest. See Note 2 to our Audited Financial Statements included elsewhere in this listing prospectus. Overview Since 1987, we have operated as a joint venture with GE, which holds a 48.41% equity interest in our company. We are a leading manufacturer and distributor of ranges, refrigerators, clothes dryers and washing machines, commonly referred to as white line products, with operations throughout North, Central and South America (including Brazil, where we operate through our 58.63% interest in Mabe Brazil). Our products are sold primarily in Mexico, the United States, Canada, Central America, South America under the following brand names: GE, GE Monogram, GE Caf, GE Profile, Hotpoint, Mabe, Io Mabe, Atlas, Moffat, Dako, Continental and various local brand names. We believe we have leading market shares in most of the countries where we operate. We have eight manufacturing facilities in Mexico and nine other manufacturing facilities throughout our principal markets. We also distribute built-in ovens and hoods, water coolers, dishwashers, microwave ovens and related parts and components under various brand names. GE is our principal customer based on aggregate product sales, and GE licenses to us trademarks and patents for our products and provides us access to relevant technology used in the manufacture of our products. Net sales to GE accounted for 21% of our consolidated net sales in 2011 and 23% of our consolidated net sales for the three months ended March 31, 2012. Net sales to GE are comprised of sales of ranges, washing machines and dryers manufactured in Mexico and sales of dryers manufactured in Canada. Additionally, in part through our partnership with GE, we have improved our manufacturing processes and operating performance by applying GEs continuous improvement techniques. Our Subsidiary Guarantors on a stand-alone basis accounted in aggregate for 45% of our consolidated net assets and 40% of our consolidated net sales, as of and for the year ended December 31, 2011, and 42% of our consolidated net assets and 39% of our consolidated net sales as of and for the three months ended March 31, 2012.

We derive our net sales from five geographic markets and from exports as follows:

A-31

Sales by Country/Region Mexico ........................ Canada ........................ Central America.......... Andean Region ........... Argentina .................... Brazil .......................... Total domestic sales .. Total export sales ...... Total sales ..................

Consolidated net sales for the year ended Consolidated net sales for the December 31, three months ended March 31, % of % of % of % of % of 2009 Total Total Total Total Total 2010 2011 2011 2012 (US$ in millions, except percentages) 565 19% 726 23% 715 20% 176 21% 159 17% 331 11% 359 10% 364 10% 75 9% 83 9% 144 5% 165 5% 170 5% 37 4% 33 4% 586 19% 456 14% 465 13% 101 12% 120 13% 88 3% 118 4% 156 4% 38 4% 42 5% 461 15% 421 13% 857 23% 215 25% 240 26% 70% 2,246 70% 2,726 74% 642 75% 677 73% 2,175 953 30% 963 30% 934 26% 212 25% 254 27% 854 100% 931 100% 3,128 100% 3,209 100% 3,660 100% Consolidated net sales for the Consolidated net sales for the year ended three months ended March 31, December 31, % of % of % of % of % of 2010 2011 2012 Total Total Total 2011 Total Total 2009 (US$ in millions, except percentages) 565 19% 726 24% 715 22% 176 23% 159 19% 331 11% 359 11% 364 11% 75 10% 83 10% 144 5% 165 5% 170 5% 37 5% 33 4% 586 20% 456 14% 465 14% 101 13% 120 15% 88 3% 118 4% 156 5% 38 5% 42 5% 242 8% 225 7% 492 15% 121 16% 137 17% 67% 2,049 68% 2,362 72% 548 72% 574 70% 1,956 953 33% 963 32% 934 28% 212 28% 254 30% 760 100% 828 100% 2,909 100% 3,012 100% 3,296 100%

Sales by Country/Region(1) Mexico ..................... Canada ..................... CEAM ..................... Andean Region ........ Argentina ................. Brazil ....................... Total Domestic ....... Total export sales ... Total sales. .............

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

Mexico. Domestic sales in Mexico represented 20% of our consolidated net sales in 2011 and 17% of our consolidated net sales in the three months ended March 31, 2012. We had an average weighted combined market share of approximately 43% of the Mexican market for white line products in 2011. Our Mexican manufacturing facilities supplied approximately 1.4 million units to GE to be sold in the United States in 2011 under various GE trademarks such as GE Monogram, GE Profile, GE and Hotpoint. Including exports from our Mexican manufacturing facilities to the United States, sales from Mexico represented 37% of our consolidated net sales in 2011 and 36% of our consolidated net sales in the three months ended March 31, 2012. Andean Region. This market includes Colombia, Peru, Ecuador, Chile and Venezuela and represented 13% of our consolidated net sales in 2011 and 13% of our consolidated net sales in the three months ended March 30, 2012. We had an estimated combined average market share of approximately 29% of the Andean Region market white line products in 2011. South America. This market includes Brazil and Argentina and represented 27% of our consolidated net sales in 2011 and 31% of our consolidated net sales in the three months ended March 31, 2012. In Brazil we had a market share of approximately 22% in white line products in 2011. In Argentina, we had an estimated market share of approximately 18% in white line products in 2011.

A-32

Canada. Net sales in Canada represented 10% of our consolidated net sales in 2011 and 9% of our net sales in the three months ended March 31, 2012. We had an estimated combined market share of approximately 14% for white line products in Canada in 2011. We are the exclusive distributor in Canada of popular brand names such as GE Monogram, GE Profile, GE, Hotpoint and Moffat. The Montreal manufacturing facility is the primary supplier of clothes dryers to GE in the United States. Our Canadian manufacturing facilities supplied approximately 818,376 units to GE to be sold in the United States in 2011. We recently entered into a new Dryer Manufacturing Agreement with GE which involves the relocation of our dryer production facilities from Montreal, Canada to Saltillo, Mexico. Central America. Net sales in Central America (Guatemala, El Salvador, Costa Rica, Honduras, Nicaragua, Panama and the Dominican Republic) represented 5% of our consolidated net sales in 2011 and 4% of our consolidated net sales in the three months ended March 31, 2012. Based on our own estimates in 2011, we believe our combined market share of white line products in the region was approximately 50%.

References to domestic sales are references to sales of products produced and sold in the same country and sales of sourced products, which are finished products that we import from suppliers. References to export sales are sales of products manufactured in one country and sold to customers (including GE) located in countries where we do not have commercial operations. Results Of Operations Overview

General. Our consolidated net sales consist primarily of sales of ranges, refrigerators, dryers and washing machines in each region in which we operate. Export sales are made from Mexico, Brazil, Ecuador, Colombia, Canada and Costa Rica. The principal factors affecting our sales include available production capacity, capacity utilization rates, operating disruptions and demand for our products in the markets where we operate. The prices for our products are primarily affected by changes in raw material prices and regional market conditions. Our variable production costs consist of raw material costs, including steel and plastics, packaging costs, variable factory costs, such as utility and energy costs, labor costs and costs of finished products for resale. Our variable selling and administration expenses consist of expenditures incurred in connection with transportation, marketing, technical assistance, payments to GE and sales commissions. Contribution margin is the difference between net sales and variable costs. Our fixed production costs consist primarily of depreciation. Our fixed selling and administration expenses include employee salaries, management and other personnel costs at our corporate headquarters, fees payable to third parties and rent. Income from operations is the difference between contribution margin and fixed expenses. Other expenses, net consists principally of restructuring expenses, employees statutory profit sharing and loss (gain) on the sale of property, machinery and equipment. We and our subsidiaries record provisions for income taxes and employee profit sharing. The corporate income tax rate in Mexico was 30% in 2010, 2011 and 2012. In addition, in accordance with Mexican law, we pay our employees Employee Profit Sharing, which represents 10% of our taxable profit, calculated before adjustment for inflation (if any), in

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addition to wages and agreed-upon fringe benefits. This amount is reflected in other expenses, net. Compr ehensive Financing Cost, Net. The components of our net comprehensive financing cost are interest income, loss on monetary position, interest expense on bonds and loans, factoring discounts, bank fees and net foreign exchange loss (gains). We refer to interest income, interest expense on bonds and loans, factoring discounts and bank fees collectively as net interest expense in this listing prospectus. See Note 18 to the Audited Financial Statements and Note 14 to the Interim Financial Statements for additional information regarding these items. Effects of Derivative Financial Instruments on Comprehensive Financing Results. Our comprehensive financing result includes, and can be significantly impacted by, mark-to-market gains or losses in connection with derivative financial instruments held for trading purposes, including natural gas and other commodities-related derivatives. A substantial decrease in prices of these commodities may lead to the creation of mark-to-market losses and a potential liability in connection with these instruments. While we would expect over time to experience a related decrease in our cost of goods sold due to decreases in raw material and energy prices (if they were to remain constant), the full savings are not immediately recognized in our financial statements, but the fair value of the liability is required to be recognized immediately. Season ality and Pricing. Our business is seasonal, with most of our sales occurring during the periods of March to May in Latin America and September to November in Latin America, the United States and Canada due to the fact that white line products are often purchased as gifts for Mothers Day and during the Christmas season. Accordingly, a significant portion of our customers purchasing occurs in the second and fourth quarters of our fiscal year, with an average of approximately 26% of our sales in the last two fiscal years generated in our second quarter and an average of approximately 27% of our sales in the last two fiscal years generated in our fourth quarter. We monitor country-specific economic factors and market trends such as seasonality, inflation, market share, brand, product and key retailers in shaping pricing policies.
Results of Operations Three Months Ended March 31, 2012 Compared to the Three Months Ended March 31, 2011 The following table sets forth our results of operations for the three months ended March 31, 2012 and 2011:
For the three months ended March 31, % of net sales 2012 % of net sales (US$ in millions, except for %) 854 931 629 84 713 140 36 73.7% 9.8% 83.6% 16.4% 682 93 775 156 73.2% 10.0% 83.2% 16.8% 3.8%

2011 Net sales......................................................... Variable costs: Production costs ....................................... Selling and administration expenses ................................................... Total variable costs ........................................ Contribution margin ...................................... Fixed expenses: Production costs .......................................

4.2% 35 (US$ in millions, except for %)

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2011 Selling and administration expenses ................................................... Total fixed expenses ...................................... Operating income .......................................... Other expenses, net ........................................ Comprehensive financing cost, net ................ Loss before income tax benefit (expense) and participation in the results of joint venture ..................................................... Income tax (expense) benefit ......................... Participation in the results of joint venture ............................................. Consolidated net loss .....................................

For the three months ended March 31, % of net sales 2012 % of net sales 95 132 9 (8) (20) 11.2% 15.4% 1.1% (1.0%) (2.3%) 96 132 25 (7) (37) 10.4% 14.1% 2.6% (0.8%) (4.0%)

(20) (4) (24)

(2.3%) 0.5% (3.2%)

(20) 4 (15)

(2.1%) (0.5%) (1.6%)

Net sales......................................................... Variable costs and expenses: Production costs ....................................... Selling and administration expenses ................................................... Total variable costs and expenses .................. Contribution margin ...................................... Fixed costs and expenses: Production costs ....................................... Selling and administration expenses ................................................... Total fixed costs and expenses ...................... Operating income .......................................... Other expenses, net ........................................ Comprehensive financing cost, net ................ Loss before income tax benefit (expense) and participation in the results of joint venture ..................................................... Income tax benefit (expense) ......................... Participation in the results of joint venture ............................................ Consolidated net loss .....................................

For the three months ended March 31(1), % of net sales 2012 % of net sales 2011 (US$ in millions, except for %) 760 828 486 144 630 131 32 84 116 14 (6) (16) 63.9% 18.9% 82.8% 17.2% 4.2% 11.1% 15.3% 1.9% (0.8%) (2.1%) 605 78 683 145 31 86 117 28 (6) (31) 73.0% 9.5% 82.5% 17.5% 3.7% 10.4% 14.1% 3.4% (0.8%) (3.7%)

(8) 4 (12)

(1.1%) 0.6% (1.6%)

(9) (4) (5)

(1.1%) (0.4%) (0.6%)

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

Net Sales. Net sales increased 9.1%, or US$77 million, to US$931 million in the three months ended March 31, 2012 from US$854 million in the three months ended March 31, 2011. Our domestic net sales increased 5.4%, or US$35 million, to US$677 million for the three months ended March 31, 2012 from US$642 million for the three months ended March 31, 2011 reflecting: an increase of 12.1%, or US$26 million, in domestic net sales in Brazil primarily due to higher demand for our products;

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an increase of 10.3%, or US$8 million, in domestic net sales in Canada which represented 9% of our consolidated net sales for the three months ended March 31, 2012 and 2011; and an increase of 17.8%, or US$19 million, in domestic net sales in the Andean Region, primarily due to higher demand for our products in Venezuela and Colombia.

This increase in domestic net sales was partially offset by: a decrease of 10.2%, or US$17 million, in domestic net sales in Mexico primarily due to decreased domestic demand for our products as a result of a general economic contraction and a decrease in consumer spending; and a decrease of 9%, or US$4 million, in domestic net sales in Central America primarily due to certain existing clients having excess inventory of our products.

Net sales in the three months ended March 31, 2012 also reflect an increase of 20.3%, or US$42 million, in net export sales primarily due to an increase in exports to GE in the United States. Variable Costs and Expenses. Variable production costs increased 8.6%, or US$62 million, to US$775 million in the three months ended March 31, 2012 compared to US$713 million in the three months ended March 31, 2011 as a result of higher net sales. Variable selling and administration expenses increased 11.3%, or US$9 million, to US$93 million in the three months ended March 31, 2012 compared to US$84 million in the three months ended March 31, 2011, also as a result of higher net sales. Variable costs as a percentage of sales was 83.2% in the three months ended March 31, 2012 compared to 83.6% in the three months ended March 31, 2011. Contribution Margin. Contribution margin increased 11.4%, or US$16 million, to US$156 million in the three months ended March 31, 2012 compared to US$140 million in the three months ended March 31, 2011, principally reflecting higher net sales. Contribution margin as a percentage of net sales increased to 16.7% in the three months ended March 31, 2012 compared to 16.4% in the three months ended March 31, 2011, primarily as a result of the factors described above. Fixed Costs and Expenses. Fixed expenses were substantially constant in the three months ended March 31, 2012 and 2011 at US$132 million. Operating Income. Operating income increased 185.7%, or US$16 million, to US$25 million in the three months ended March 31, 2012 compared to US$9 million in the three months ended March 31, 2011, primarily as a result of the factors as described above. Other Expenses, Net. Other expenses, Net decreased 15.4%, or US$1 million, to US$7 million in the three months ended March 31, 2012 compared to US$8 million in the three months ended March 31, 2011. This decrease was primarily due to restructuring expenses associated with the consolidation of our operations in Brazil. Comprehensive Financing Cost, Net. Comprehensive financing cost, net increased 85%, or US$17 million, to US$37 million in the three months ended March 31, 2012 from US$20 million in the three months ended March 31, 2011. Net interest expense increased 16.5%, or US$5 million, to US$36 million in the three months ended March 31, 2012 from US$32 million in the three months ended March 31, 2011 due to longer-term refinancing arrangements with suppliers. Foreign exchange gain in the three months ended March 31, 2011 decreased 104.9%, or US$12 million, to US$1 million of foreign

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exchange loss in the three months ended March 31, 2012 primarily due to the appreciation of the Mexican peso relative to the U.S. dollar in the three months ended March 31, 2011. Income Tax Benefit (Expense). We recorded an income tax benefit of US$4 million in the three months ended March 31, 2012 compared to an income tax expense of US$4 million in the three months ended March 31, 2011, primarily as a result of the application of a lower effective tax rate related to projected income tax for fiscal year 2012. Consolidated Net Loss. We recorded a consolidated net loss of US$15 million in the three months ended March 31, 2012 compared to a consolidated net loss of US$24 million in the three months ended March 31, 2011 due to the factors described above. Results of Operations for the Year Ended December 31, 2011 Compared to the Year Ended December 31, 2010 The following table sets forth our results of operations for the years ended December 31, 2011 and December 31, 2010:

For the year ended December 31, 2010 Net sales......................................................... Variable costs: Production costs ....................................... Selling and administration expenses ................................................... Total variable costs ........................................ Contribution margin ...................................... Fixed expenses: Production costs ....................................... Selling and administration expenses ................................................... Total fixed expenses ...................................... Operating income .......................................... Other expenses, net ........................................ Comprehensive financing cost, net ................ Income before income tax benefit (expense) and participation in the results of joint venture ............................. Income tax benefit (expense) ......................... Participation in the results of joint venture ............................................. Consolidated net loss ..................................... 3,209 2,356 317 2,673 536 143 298 441 95 (66) (127) % of net sales 2011 (US$ in millions, except for %) 3,660 73.4% 9.9% 83.3% 16.7% 4.5% 9.3% 13.8% 3.0% (2.0%) (4.0%) 2,719 361 3,080 580 162 370 532 49 (72) (119) % of net sales 74.3% 9.9% 84.1% 15.9% 4.4% 10.1% 14.5% 1.3% (2.0%) (3.2%)

(98) 53 (2) (47)

(3.1%) (1.7%) (1.5%)

(142) 2 (1) (140)

(3.9%) (0.1%) (3.8%)

For the year ended December 31(1), 2010 % of net sales 2011 (US$ in millions, except for %) % of net sales

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For the year ended December 31(1), Net sales......................................................... Variable costs and expenses: Production costs ....................................... Selling and administration expenses ................................................... Total variable costs ........................................ Contribution margin ...................................... Fixed costs and expenses: Production costs ....................................... Selling and administration expenses ................................................... Total fixed costs ............................................ Operating income .......................................... Other expenses, net ........................................ Comprehensive financing cost, net ................ Income before income tax benefit (expense) and participation in the results of joint venture ............................. Income tax benefit (expense) ......................... Participation in the results of joint venture ............................................. Consolidated net income (loss) ...................... 2010 3,012 2,197 284 2,480 532 132 279 411 122 (42) (115) % of net sales 72.9% 9.4% 82.3% 17.7% 4.4% 9.3% 13.6% 4.0% (1.4%) (3.8%) 2011 3,296 2,428 312 2,740 556 148 327 475 80 (52) (101) % of net sales 73.7% 9.5% 83.1% 16.9% 4.5% 9.9% 14.4% 2.4% (1.6%) (3.1%)

(35) 51 16

(1.2%) 1.7% 0.5%

(73) (1) (74)

(2.2%) 0.0% (2.2%)

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

Net Sales. Net sales increased 14.1%, or US$451 million, to US$3,660 million in 2011 from US$3,209 million in 2010 primarily due to the following factors: an increase of 32.4%, or US$38 million, in domestic net sales in Argentina primarily due to import controls in that country that benefitted our local facilities; an increase of 103.3%, or US$436 million, in domestic net sales in Brazil primarily due to the acquisition of BSH Continental Eletrodomsticos LTDA and the subsequent operations of Mabe Brazil; an increase of 8.5%, or US$14 million, in domestic net sales in Colombia primarily due to growth in retail stores and specialized distribution channels; and an increase of 2.9%, or US$5 million, in domestic net sales in Central America primarily due to higher demand for our products in Central America.

The increase in net sales was partially offset by a decrease of 3%, or US$29 million, in export sales to US$934 million in 2011 from US$963 million in 2010 due to lower demand for our products resulting from the effects of the economic recession in the United States.

Variable Costs and Expenses. Variable production costs increased 15.2%, or US$407 million, to US$3,080 million in 2011 from US$2,673 million in 2010, reflecting higher unit sales as well as increased commodity prices in 2011. Variable selling and administration expenses increased 13.8%, or US$44 million, to US$361 million in 2011 from US$317 million in 2010 as result of the increase in net sales. Variable costs as a percentage of sales was 84.1% in 2011 A-38

compared to 83.3% in 2010.

Contribution Margin. Contribution margin increased 8.2%, or US$44 million, to US$580 million in 2011 from US$536 million in 2010. Contribution margin as a percentage of net sales decreased to 15.9% in 2011 compared to 16.7% in 2010 principally reflecting an increase in the cost of raw materials and labor costs in 2011 compared to 2010, partially offset by an increase in net sales. Fixed Costs and Expenses. Fixed production costs increased 20.5%, or US$91 million, to US$532 million in 2011 from US$441 million in 2010 primarily due to an increase in depreciation expenses associated with higher levels of capital expenditures and the acquisition of BSH Continental Eletrodomsticos LTDA in Brazil. Operating Income. Operating Income decreased 48.7%, or US$46 million, to US$49 million in 2011 compared to US$95 million in 2010, primarily as a result of the factors described above. Other Expenses, Net. Other expenses, net increased 9.1%, or US$6 million, to US$72 million in 2011 from US$66 million in 2010 primarily due to the incurrence of restructuring expenses associated with the consolidation of our operations in Brazil. Comprehensive Financing Cost, Net. Comprehensive financing cost, net decreased 6.7%, or US$8 million, to US$119 million in 2011 from US$127 million in 2010, primarily due to foreign exchange fluctuations and a decrease in our loss on monetary position. Net interest expense increased 13.5%, or US$13 million, to US$111 million in 2011 from US$98 million in 2010, primarily due to higher levels of factoring arrangements, mainly in Brazil. Income Tax Benefit (Expense). We recorded an income tax benefit of US$2 million in 2011 compared to an income tax benefit of US$53 million in 2010. This decrease was primarily due to the recognition in 2010 of tax loss carry-forwards and the recognition of tax losses associated with our sale of certain subsidiaries to another existing subsidiary in connection with our strategic corporate restructuring in 2010 that were not applicable in 2011. Consolidated Net Loss. We recorded a consolidated net loss of US$140 million in 2011 compared to a consolidated net loss of US$47 million in 2010 primarily as a result of the factors described above and, in particular, the increase in net comprehensive financing cost and the decrease in income tax benefit described above. Results of Operations for the Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009 The following table sets forth our results of operations for the years ended December 31, 2010 and December 31, 2009:
For the year ended December 31, % of net sales 2010 % of net sales (US$ in millions, except for %) 3,128 3,209 2,275 277 2,553 575 72.7% 8.9% 2,356 317 73.4% 9.9% 83.3% 16.7%

2009 Net sales......................................................... Variable costs: Production costs ....................................... Selling and administration expenses ................................................... Total variable costs ........................................ Contribution margin ......................................

81.6% 2,673 18.4% 536 (US$ in millions, except for %)

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2009 Fixed expenses: Production costs ....................................... Selling and administration expenses ................................................... Total fixed expenses ...................................... Operating income .......................................... Other expenses, net ........................................ Comprehensive financing cost, net ................ Income before income tax benefit (expense) and participation in the results of joint venture ............................. Income tax expense (benefit) ......................... Participation in the results of joint venture ............................................. Consolidated net loss ..................................... 133 277 410 165 (21) (125)

For the year ended December 31, % of net sales 2010 % of net sales 4.3% 8.9% 13.1% 5.3% (0.7%) (4.0%) 143 298 441 95 (66) (127) 4.5% 9.3% 13.8% 3.0% (2.0%) (4.0%)

19 (23) (4)

0.6% (0.7%) (0.1%)

(98) 53 (2) (47)

(3.1%) 1.7% (1.5%)

For the year ended December 31(1), 2009 Net sales......................................................... Variable costs and expenses: Production costs ....................................... Selling and administration expenses ................................................... Total variable costs and expenses .................. Contribution margin ...................................... Fixed costs and expenses: Production costs ....................................... Selling and administration expenses ................................................... Total fixed costs and expenses ...................... Operating income .......................................... Other expenses, net ........................................ Comprehensive financing expense (benefit) cost, net ....................................................................... Income before income tax benefit (expense) and participation in the results of joint venture ................................................................. Income tax expense (benefit) ......................... Participation in the results of joint venture ............................................. Consolidated net income (loss) ...................... % of net % of net 2010 sales sales (US$ in millions, except for %) 2,909 3,012 2,117 249 2,366 543 122 253 375 168 (10) (100) 72.8% 8.6% 81.3% 18.7% 4.2% 8.7% 12.9% 5.8% (0.3%) (3.5%) 2,197 284 2,480 532 132 279 411 122 (42) (115) 72.9% 9.4% 82.3% 17.7% 4.4% 9.3% 13.6% 4.0% (1.4%) (3.8%)

58 (32) 25

2.0% (1.1%) 0.9%

(35) 51 16

(1.2%) 1.7% 0.5%

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

Net Sales. Net sales increased 2.6%, or US$81 million, to US$3,209 million in 2010 from US$3,128 million in 2009 primarily due to a 3.2% increase in domestic net sales to US$2,246 million in 2010 from US$2,175 million in 2009, which was attributable to the following: an increase of 34% or US$30 million in domestic net sales in Argentina;

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an increase of 8.3%, or US$28 million, in domestic net sales in Canada, mainly due to the successful expansion of our product offerings to include Mabe products manufactured outside of Canada; an increase of 14.4%, or US$21 million, in domestic sales in Central America primarily due to increased sales of washing machines and refrigerators as well as the introduction of dishwashers into the region; and an increase of 28.5%, or US$161 million, in domestic net sales in Mexico primarily due to higher demand for our products.

These increases in net sales were partially offset by the following: a decrease of 22.2%, or US$130 million, in domestic net sales in the Andean Region primarily due to a decrease in sales in Venezuela; and a decrease of 8.5%, or US$40 million, in domestic net sales in Brazil.

Export sales were substantially constant in 2009 and 2010. Variable Costs and Expenses. Variable production costs increased 4.7%, or US$120 million, to US$2,673 million in 2010 from US$2,553 million in 2009, primarily due to higher unit sales volume as well as increased commodity prices (particularly for steel). Variable selling and administration expenses increased 14.2%, or US$40 million, to US$317 million in 2010 from US$277 million in 2009 reflecting increased logistics costs due to higher unit volume sales as well as higher labor expenses due to merit pay increases and an increase in advertising expenses. Variable costs as a percentage of sales was substantially unchanged at 83.3% in 2010 compared to 81.6% in 2009. Contribution Margin. Contribution margin decreased 6.8%, or US$39 million, to US$536 million in 2010 from US$575 million in 2009, primarily due to the increase in net sales, partially offset by the increase in variable production costs and variable selling and administration expenses. Contribution margin as a percentage of net sales decreased to 16.7% in 2010 compared to 18.3% in 2009. Fixed Expenses and Costs. Fixed production costs increased 7.6%, or US$31 million, to US$441 million in 2010 from US$410 million in 2009 primarily due to the capitalization of costs associated with certain projects and an increase in the purchase of assets in 2010 compared to 2009, particularly in Mexico. Fixed selling and administration expenses increased 7.6%, or US$21 million, to US$298 million in 2010 from US$277 million in 2009, primarily due to increases in labor expenses, rental and maintenance expenses and legal and professional fees. Operating Income. Operating income decreased 42.5%, or US$70 million, to US$95 million in 2010 compared to US$165 million in 2009 mainly due to the increase in variable selling and administration expenses and the increase in fixed selling and administration expenses.

Other Expenses, Net. Other expenses increased 219%, or US$45 million, to US$66 million in 2010 compared to US$21 million in 2009 primarily due to restructuring expenses associated with the consolidation of our operations in Brazil.

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Comprehensive Financing Cost, Net. Net comprehensive financing cost increased 1.4%, or US$2 million, to US$127 million in 2010 from US$125 million in 2009 primarily due to a decrease in foreign exchange loss reflecting a 5.3% appreciation of the Mexican peso against the U.S. dollar in 2010 as compared to a 5.1% appreciation of the Mexican peso against the U.S. dollar in 2009. Net interest expense increased 12.1%, or US$11 million, to US$98 million in 2010 from US$87 million in 2009. Income Tax Benefit (Expense). We recorded an income tax benefit of US$53 million in 2010 compared to an income tax benefit (expense) of US$23 million in 2009. This increase was primarily due to the recognition of tax loss carry-forwards and the recognition of tax losses associated with our sale of certain subsidiaries to another existing subsidiary in connection with our strategic corporate restructuring in 2010. Consolidated Net Loss. We recorded a consolidated net loss of US$47 million in 2010 compared to a consolidated net loss of US$4 million in 2009 as a result of the factors described above. Liquidity and Capital Resources We are a holding company and therefore derive substantially all of our cash flows from our subsidiaries. Our ability to meet our debt and other obligations is primarily dependent on the earnings and cash flows of our subsidiaries and the ability of those subsidiaries to pay us interest or principal payments on intercompany loans, dividends or other amounts which may be limited by debt agreements. As a holding company, we finance the operations of our subsidiaries through our normal internal cash management and treasury functions. To the extent our subsidiaries are not able to satisfy their financing needs through internal cash generation, for example for acquisitions, other investments or working capital needs, we provide centralized financing through intercompany loans or through debt facilities. The following table shows the generation and use of cash in 2011 and the three months ended March 31, 2011 and 2012.
Statement of Cash Flows For the three For the year ended months ended December 31, March 31, 2010 2011 2011 2012 2009 (US$ in millions) 33 531 130 357 88 (41) (175) (133) (55) (13) (396) 157 (135) 113 (229) 80 (47) 82 (29) 78

Net cash flows from operating activities ........................... Net cash flows used in investing activities ........................ Net cash flows used in financing activities ......................................................................... Cash and cash equivalents at period end ...........................

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Net cash flows from operating activities ........................ Net cash flows used in investing activities ..................... Net cash flows used in financing activities .......................................................................... Cash and cash equivalents at period end ........................

Statement of Cash Flows(1) For the three months For the year ended ended March 31, December 31, 2010 2011 2011 2012 2009 (US$ in millions) 582 126 250 61 63 (147) (156) (75) (60) (7) (383) 154 (132) 97 (173) 79 (27) 80 (30) 78

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

We have experienced, and expect to continue to experience, substantial liquidity and capital resource requirements, principally to operate our facilities and to finance our research and development activities. As of March 31, 2012, we had US$78 million of cash and cash equivalents and US$704 million of outstanding indebtedness compared to US$79 million of cash and cash equivalents and US$700 million of outstanding indebtedness at December 31, 2011.

Sources of Cash
We funded our cash needs for the three months ended March 31, 2012 and the years ended December 31, 2011, 2010 and 2009, through a combination of cash flow from operations, cash on hand, bank financings and short-term uncommitted credit lines from financial institutions. We expect that cash on hand, cash flow from operations and, if necessary, additional debt financing will be sufficient to fund our currently foreseeable liquidity requirements.

Export Prepayment Credit Agreement In June 2011, we entered into an export prepayment credit agreement with Deutsche Bank AG, New York Branch (Deutsche Bank) for term loans in the amount of US$150 million, which was amended pursuant to an amendment, waiver and accession agreement in September 2011. The borrower under this agreement is Mabe, S.A. de C.V. The loans bear interest at a rate of LIBOR plus an applicable margin. The loan is guaranteed on a joint and several basis by Controladora Mabe, S.A. de C.V. (Controladora Mabe), Leiser, S. de R.L. de C.V. (Leiser), Mabe Mxico, S. de R.L. de C.V. (Mabe Mexico), MC Commercial Inc. (MC Commercial) and MCM Americas, S. de R.L. de C.V. (MCM Americas). Principal on the loans is scheduled to be repaid in seven equal quarterly installments starting in December 2012. We are subject to various restrictive covenants under this agreement, including limitations on liens, mergers, consolidations, sales and leases, dispositions of property and on our subsidiaries making restricted payments including dividend payments if a default or event of default under the agreement exists, and a requirement that we maintain a minimum net worth of Ps.2,600 million at the end of each fiscal quarter, a consolidated net interest coverage ratio (calculated as the ratio of EBITDA to consolidated net interest charges, each as defined therein) of 2.25 to 1 through June 30, 2012 and of 2.50 to 1 thereafter, and a consolidated leverage ratio (calculated as the ratio of total net debt to EBITDA, each as defined therein) of 3.5 to 1. Such ratios are calculated using values that have been adjusted to exclude the non-controlling interest in Mabe Brazil. As of December 31, 2011 and March 31, 2012, we were in compliance with these covenants. In addition, it is an event of default under the agreement if a change of control A-43

occurs and is continuing. We used the proceeds from the loans to refinance certain short-term credit facilities we had with local banks and to refinance a previous agreement with Deutsche Bank under the same terms and conditions in the principal amount of US$75 million. 2005 Bond Issuance In November 2005, we issued the old notes, consisting of US$200 million aggregate principal amount of senior, unsecured notes bearing interest at a rate of 6.500% per year and maturing on December 15, 2015. As of March 31, 2012, US$200 million aggregate principal amount of the old notes were outstanding. The old notes are guaranteed by our subsidiaries Mabe, S.A. de C.V., Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V. We are subject to certain covenants under the indenture governing the old notes, including limitations on liens and consolidation, merger, sale or conveyance, among others. As of December 31, 2011 and March 31, 2012, we were in compliance with these covenants. The proceeds of the old notes were used to repay US$60 million of short-term debt incurred in connection with the acquisition of Mabe Canada and for general corporate purposes, including the repayment of certain shortterm indebtedness. We may redeem the old notes, in whole or in part, at any time by paying the principal amount of the old notes plus the applicable make-whole premium, accrued interest and any additional amounts. In addition, in the event of certain changes in the Mexican withholding tax treatment relating to payments on the old notes, we may redeem all (but not less than all) of the old notes at 100% of their principal amount, plus accrued interest and any additional amounts. Also, upon the occurrence of a change of control, each holder of the old notes would have the right to require us to repurchase the old notes at a purchase price of 101% of the principal amount thereof, plus accrued interest. 2009 Bond Issuance In October 2009, we issued the existing notes, consisting of US$350 million aggregate principal amount of senior, unsecured notes bearing interest at a rate of 7.875% per year and maturing on October 28, 2019. As of March 31, 2012, US$350 million aggregate principal amount of the existing notes were outstanding. The existing notes are guaranteed by our subsidiaries Mabe, S.A. de C.V., Mabe Mxico, S. de R.L. de C.V. and Leiser, S. de R.L. de C.V. We are subject to certain covenants under the indenture governing the existing notes, including limitations on liens, sales and leaseback transactions and consolidation, merger, sale or conveyance, among others. As of December 31, 2011 and March 31, 2012, we were in compliance with these covenants. The proceeds of the existing notes were used to repay US$100 million of indebtedness pursuant to a loan facility, US$40 million of indebtedness owed to Banco Nacional de Mxico, S.A., approximately US$145 million of certain short-term debt and US$59 million of other long-term debt. We may redeem the existing notes, in whole or in part, at any time by paying the principal amount of the existing notes plus the applicable make-whole premium, accrued interest and any additional amounts. In addition, in the event of certain changes in the Mexican withholding tax treatment relating to payments on the existing notes, we may redeem all (but not less than all) of the existing notes at 100% of their principal amount, plus accrued interest and any additional amounts. Also, upon the occurrence of a change of control, each holder of the existing notes would have the right to require us to repurchase the existing notes at a purchase price of 101% of the principal amount thereof, plus accrued interest.

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Other Sources of Cash As of March 31, 2012, we had US$236 million in uncommitted credit lines available to us, of which 66% are denominated in local currencies, and we had US$4 million outstanding under such credit lines. We hedge a substantial portion of our debt to reduce our exposure to fluctuations in interest rates and exchange rates. See Market Risk Disclosures.
The following is a summary of our contractual obligations as of March 31, 2012:

Total Contractual Obligations: Long-term debt obligations........................ Operating lease obligations........................ Short-term debt obligations ....................... Total ..........................................................

Payments Due By Period Less than 1 year 1-3 years 3-5 years (US$ in millions) 28 47 75 307 44 351 40 40

More than 5 years

657 147 47 851

350 35 385

Total Contractual Obligations: Long-term debt obligations........................ Operating lease obligations........................ Short-term debt obligations ....................... Total ..........................................................

Payments Due By Period(1) Less than 1 year 1-3 years 3-5 years (US$ in millions) 22 47 69 307 36 343 34 34

More than 5 years

657 126 47 830

350 34 384

______________
(1) Adjusted to reflect our 58.63% ownership interest in Mabe Brazil.

In the ordinary course of business, we also enter into long-term supply arrangements for raw materials which are not reflected in the above table. In addition, our obligations under derivative financial instruments are not reflected above.
Off-Balance Sheet Financing Arrangements Following standard business practices in Brazil, our Brazilian subsidiaries guarantee customer lines of credit with commercial banks, supporting finished product purchases from us. If a customer were to default on its line of credit with the bank, our Brazilian subsidiaries would be required to satisfy the obligation with the bank. Our only recourse related to these arrangements is legal or administrative collection efforts directed against the customer. We have also entered into factoring agreements that are designed to extend the maturities of our supplier agreements. At December 31, 2011 and 2010, the outstanding balance under these agreements amounted to US$392 million and US$297 million, respectively.

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Capital Expenditures

Our capital expenditures include new investments in, technological upgrades to, and maintenance of our manufacturing facilities, as well as expansion of our production capacity. In the three months ended March 31, 2012, we made US$25 million in capital expenditures, primarily consisting of the initiation of an ongoing cost reduction program involving the relocation of a dryer production line from Montreal, Canada to Saltillo, Mexico. We also invested in maintenance for all our production facilities and for our strategic organization program, Mabe Way, including the implementation of streamlining technology. Additionally, we invested in manufacturing facilities in Central America and the Andean Region to comply with international environmental standards relating to refrigeration. In 2011, we made US$122.5 million in capital expenditures, primarily consisting of US$14.1 million for the development of a new line of refrigerators to be sold in Latin American markets; US$8.6 million for an upgrade to our middle-end refrigerator production facility in Brazil; US$5.1 million for cost reduction initiatives in the production of wall ovens and ranges to be sold in Latin American markets; US$4.9 million for the development of a new washing machine to be sold in the Southern Cone market; US$2.0 million for renovations and upgrades to the design of our high-end refrigerators to be sold in the United States, Latin American and international markets; US$1.4 million for moving the production of our ranges from our factory in Mexico City to our factory in San Luis Potosi as part of a cost reduction initiative; US$37 million for maintenance expenditures at all of our production facilities; and US$12.9 million for our strategic organization program Mabe Way in connection with the ongoing implementation of a new SAP system. Market Risk Disclosures
Our operations expose us to a number of market risks. Our risk-management program considers the unpredictability of financial markets and seeks to minimize the potential negative effects on our financial performance. We use derivative financial instruments to reduce our exposure to adverse fluctuations in interest rates, exchange rates and commodity prices. We do not engage in transactions involving derivative financial instruments for speculative purposes. Interest Rate Risk In connection with our business activities, we have issued and hold financial instruments that currently expose us to market risks related to changes in interest rates. Interest rate risk exists principally with respect to our indebtedness that bears interest at floating rates. At March 31, 2012, we had outstanding indebtedness of US$704 million, 99% of which was denominated in U.S. dollars. Of this amount, 22% bore interest at variable interest rates and 78% bore interest at fixed interest rates. The interest rate on our variable rate debt is determined primarily by reference to the Tasa Activa rate in Venezuela, the LEBAC rate in Argentina and LIBOR for loans in U.S. dollars. Increases in the Tasa Activa, LEBAC and LIBOR rates would increase our interest payments. Our interest rate risk is partially mitigated by the multi-currency nature of our variable interest debt. We manage our exposure to changes in interest rates by engaging in forward-rate agreements, interest rate swaps and cross currency swaps. Exchange Rate Risk Our net sales are generated and denominated in U.S. dollars, Mexican pesos, Canadian dollars and other currencies. At March 31, 2012, 29% of our net sales were generated and denominated in U.S. dollars. Our debt at March 31, 2012 was 99% U.S. dollar-denominated except for working capital lines in Canada, Central America, Colombia, Brazil and Argentina, which are denominated in local currencies.

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Fluctuations in exchange rates relative to the Mexican peso expose us to foreign-currency exchange rate risk. In the near term, the foreign-currency exchange rate exposure associated with our debt repayment obligations is primarily limited to our short-term debt which totaled US$47 million at March 31, 2012. The table below contains the exchange rate of Mexican pesos per U.S. dollar for certain dates since the issuance of the existing notes: Date December 31, 2009 December 31, 2010 December 31, 2011 April 30, 2012 May 31, 2012 June 25, 2012 Pesos per U.S. dollar 13.062 12.343 13.948 12.991 14.305 13.940

Commodity Price Risk Commodity price risk in our businesses exists primarily with respect to raw materials prices including natural gas, steel, copper, aluminum and nickel. We have entered into arrangements with certain financial institutions to hedge our exposure to increases in natural gas, copper, aluminum and nickel prices. We do not enter into hedging arrangements in connection with purchases of steel although we do enter into some fixed price contracts with our steel suppliers. In the past, we have not always been able to increase the prices of our products to reflect increases in prices of raw materials in a timely manner, a situation that may continue in the future. We periodically assess the effectiveness of hedging and derivative financial arrangements. Any ineffective portion of a financial instruments change in fair value is immediately recognized in earnings. We enter into forward exchange contracts that are effective economic hedges and are not designated as hedging instruments under MFRS. Critical Accounting Policies

We have identified certain key accounting estimates on which our consolidated financial condition and results of operations are dependent. These key accounting estimates most often involve complex matters or are based on subjective judgments or decisions that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. In addition, estimates routinely require adjustments based on changing circumstances and the receipt of new or better information. In the opinion of our management, our most critical accounting estimates under MFRS are those that require management to make estimates and assumptions that affect the reported amounts related to the accounting for the allowance for doubtful accounts receivable, warranties, valuation of long-lived assets, fair value of derivative financial instruments, deferred taxes and for obsolete inventory. For a full description of all of

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our accounting policies, see the Financial Statements and the notes thereto included in this listing prospectus. There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if:
it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and changes in the estimate or different estimates that could have a material impact on our financial condition or results of operations.

Allowance for Doubtful Accounts The allowance for doubtful accounts represents our estimate of losses resulting from the failure or inability of our customers to make required payments. Determining our allowance for doubtful accounts receivable requires significant estimates. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customers current creditworthiness, as determined by our review of their current credit information. In addition, we consider a number of factors in determining the proper size and timing for the recognition of and the amount of the allowance, including historical collection experience, customer base, current economic trends and the aging of the accounts receivable portfolio. While we believe that our estimates are reasonable, changes in customer trends or any of the factors mentioned above could materially affect our allowance for doubtful accounts. As of March 31, 2012, our allowance for doubtful accounts was US$95 million compared to US$54 million as of March 31, 2011. We consider this provision sufficient to cover the potential risk of uncollectible accounts, however, we can provide no assurance that we will not be required to increase the amount of this provision in the future. Warranties We provide product warranties against manufacturing defects for periods ranging from one to three years, depending on the product. We recognize a warranty provision in the same period that revenue from the sale of the related products is recognized. That provision is based on warranty terms and our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. In addition, we recognize the warranty provision considering a displacement factor (for the period between sales to wholesalers and sales to final users) and a factor for costs incurred for parts and repair services provided. The factors used in determining the relevant provision are based on the experience of the most recent years. Local distributors assume responsibility for warranties on exported products, except in those countries in which we operate where our operating subsidiaries retain responsibility for the warranties. Long-lived Assets We review fixed, definite lived intangible and other long-lived assets at least annually, under MFRS C-15, Impairment of the Value of Long Lived Assets and their Disposal.

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Impairment reviews require a comparison of the discounted cash flows to the carrying value of the asset for MFRS reporting purposes. If the total of the discounted cash flows is less than the carrying value under MFRS, an impairment charge is recorded for the difference between the estimated fair value and the carrying value of the asset. In making such evaluations, we estimated the fair value of the long-lived assets as well as the discounted cash flows. In determining our discounted cash flows, we make significant assumptions and estimates in this process regarding matters that are inherently uncertain, such as estimating remaining useful lives and the possible impact that inflation may have on our ability to generate cash flow, as well as customer growth and the appropriate discount rate. Although we believe that our estimates are reasonable, different assumptions regarding such remaining useful lives or future cash flows could materially affect the valuation of our long-lived assets. We also evaluate the useful lives used to depreciate our long-lived assets periodically considering their operating and usage conditions. As of December 31, 2011 and March 31, 2012, no indicators of impairment existed. Deferred Income Taxes As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax liability. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from the different treatment for tax and accounting purposes of several items, such as depreciation, amortization and allowance for doubtful accounts. These differences result in deferred income tax assets and liabilities that are included in our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely to occur, we must include an expense in income tax expense in the consolidated statement of income. Significant management judgment is required in determining our provision for income taxes, our deferred income tax assets and deferred income tax liabilities and any valuation allowance recorded against our net deferred income tax. The valuation allowance is based on management projections of future financial results. If actual results differ from these estimates or we adjust the projections in future periods, we may need to materially adjust the valuation allowance, which may materially impact our results of operations in future periods. Financial Instruments Measured at Fair Value All derivative financial instruments classified as for trading or to hedge against market risk, are recognized in the balance sheet as assets and/or liabilities at their fair value. The fair value of financial instruments is determined based upon liquid market prices evidenced by exchange traded prices, broker-dealer quotations or prices of other transactions with similarly rated counterparties. If available, quoted market prices provide the best indication of value. If quoted market prices are not available for fixed maturity securities and derivatives, we discount expected cash flows using market interest rates commensurate with the credit quality and maturity of the investment. Alternatively, we may use matrix or model pricing to determine an appropriate fair value. In determining fair values, we consider various factors, including time value, volatility factors and underlying options, warrants and derivatives.

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The degree of managements judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices. When observable market prices and parameters do not exist, managements judgment is necessary to estimate fair value, in terms of estimating the future cash flows, based on variable terms of the instruments and the credit risk and in defining the applicable interest rate to discount those cash flows. Reporting Currency
For the period ended December 31, 2010, we changed the reporting currency used in preparing our financial statements from the Mexican peso (which we used through December 31, 2009) to the U.S. dollar (which we began using as of January 1, 2010) in accordance with MFRS B-15 Translation of Foreign Currency, given that the functional currency of our operations is the U.S. dollar. For comparison and presentation purposes, the Financial Statements and other financial information for the period ended December 31, 2009 included herein are presented in U.S. dollars. See Note 4(u) to our Audited Financial Statements included elsewhere in this listing prospectus. Adoption of IFRS

We will be reporting under IFRS for the year ended December 31, 2012, with an official IFRS adoption date of January 1, 2012. IFRS differs in certain significant respects from MFRS and U.S. GAAP. Since we are currently in the process of converting our financial statements to IFRS, it is not yet possible to determine in a definitive manner the possible effects that IFRS will have on our financial information; however, we believe that the primary impact of this accounting change on our financial statements will be (i) the revaluation of our fixed assets, which we believe will result in an increase in the value of our property, machinery and equipment and our total assets and an increase in our depreciation and amortization expense, (ii) an increase in our liabilities associated with employee benefits and (iii) an increase in our deferred income tax liabilities resulting principally from the adjustments described in (i) and (ii). An analysis of the principal differences between IFRS and MFRS and an estimate of the effect of IFRS on our estimated consolidated opening balance sheet as of January 1, 2011, our estimated consolidated opening balance sheet as of December 31, 2011 and our estimated unaudited opening balance sheet as of March 31, 2012 is set forth in Note 3 to the Annual Financial Statements and to the Interim Financial Statements included elsewhere in this listing prospectus. As a result of the adoption of IFRS, our consolidated financial information presented under IFRS for fiscal year 2012 may not be comparable to our financial information for previous periods prepared under MFRS. Moreover, the IASB standards and IFRIC interpretations used to prepare the IFRS financial information included in the Financial Statements were those issued and effective as of March 31, 2012; however, the IFRS standards and IFRIC interpretations that will be applicable at December 31, 2012, the date for reporting our first set of financial statements under IFRS, including those that will be applicable on an optional basis, may differ from those applied in preparing the IFRS financial information included herein.
Summary of Significant Differences Between MFRS and IFRS The following is a summary of significant differences between MFRS and IFRS that could significantly affect our financial statements. We have not attempted to identify future differences between MFRS and IFRS that might affect our financial statements as a result of transactions or events that may occur in the future, including the issuance of new accounting standards under either MFRS or IFRS.

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Potential investors should seek advice from their own advisors for their understanding of the differences between MFRS and IFRS and how these differences could impact the financial information included in this listing prospectus. Asset Revaluation IFRS. As a general matter, IFRS allows the revaluation of long lived assets to their fair value. In particular, IFRS 1, First Time Adoption of International Financial Reporting Standards gives the alternative of revaluating an item of property, plant and equipment to its fair value at the transition date to IFRS. MFRS. MFRS does not allow asset revaluation. Depreciation of Asset Components IFRS. International Accounting Standard (IAS) 16, Property, Plant and Equipment requires depreciating each part or component of an item of property, plant and equipment separately that has a significant cost in relation to the total cost of the item and that has a different useful life from the rest of the components that comprise an item. MFRS. Beginning January 1, 2012, MFRS C-6, Property, Plant and Equipment requires depreciating by component under the same basis as IAS 16. Prior to such date, there was no requirement to identify the components of the items of property, plant and equipment. Recognition of Inflation Effects IFRS. Under IAS 29, Financial Reporting under Hyperinflationary Economies, the effects of inflation on financial information should be recognized in the financial statements of an entity whose functional currency is one of a hyperinflationary economy, that is, when the accumulated inflation over the last three years was close to or exceeded 100%. MFRS. Until December 31, 2007, MFRS B-10, Recognition of Inflation Effects in the Financial Information, required inflation effects to be recorded in the basic financial statements, independent of any inflationary environment. Beginning January 1, 2008, the new standards under MFRS B-10 established criteria for the identification of inflationary and non-inflationary environments and now require recognition of the inflation effects in the financial information only when the accumulated inflation of the past three annual periods is equal to or greater than 26%. Termination Benefits IFRS. According to IAS 19, Employee Benefits, the recognition of the expense and liability for termination benefits is effective only until the entity can demonstrate its commitment to end the labor relationship or providing the termination benefits, as a result of making an offer to motivate the voluntary retirement. To demonstrate the entitys commitment to terminate a labor relationship, the entity must have a formal detailed plan that describes the terms and conditions of such termination, without a reasonable probability of cancellation. MFRS. In the event that a labor relationship is terminated for causes other than a restructuring (for example, statutory compensation, bonuses, special compensations offered in exchange for a voluntary resignation, seniority premiums, etc.), MFRS D-3, Employee Benefits requires the recognition of a provision for these benefits during the period in which the labor is rendered.

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Other Income and Expenses Effect on the Operating Income IFRS. IAS 1, Presentation of financial statements and MFRS B-3, Income Statement do not require the disclosure of operating income in the income statement. Nevertheless, both standards refer to voluntary disclosure. Even though a definition is not provided by the standards, there are certain aspects that must be taken into consideration in its determination, which are similar under both standards. Mexican practice is to disclose any difference in its determination, as described below. MFRS. Under MFRS, operating income is determined including the following items: sales, cost of goods sold, and general expenses; consequently, other income and expenses are not included. Under IFRS, other income and expenses are considered as part of operating income. Presentation of Employees Profit Sharing IFRS. According to IAS 19, Employee Benefits, employees profit sharing plans are presented in the income statement as an expense, and in conformity with IAS 1, Presentation of financial statements, they should be presented either in accordance with the nature of the expense in the employees profit sharing line or in accordance with the expense based on its function as part of the cost of sales, distribution expenses or administrative expenses. MFRS. MFRS D-3, Employee Benefits recommends that employees profit sharing plans be presented under the line item other income and expenses. Beginning January 1, 2013, this expense is to be presented under the same line item as costs and expenses under which the entity recognizes the rest of its employee benefits. Presentation of Impairment Losses IFRS. The requirements of IAS 36, Impairment of assets do not specify the line item under which impairment losses should be included, although there is a requirement to disclose the line item(s) in the income statement under which these losses are included. MFRS. MFRS C-15, Impairment of long lived assets and its disposal establishes that impairment losses should be presented in the income statement under other income and expenses. Debt Issuance Expenses IFRS. In conformity with IAS 39, Financial instruments: Recognition and measurement, financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issuance of these liabilities and are amortized using the effective interest rate method. The determination of the effective interest rate is based on the estimated cash flows during the expected life of the liability. MFRS. Under MFRS C-9, Liabilities, provisions, contingent assets and liabilities and commitments, debt issuance related liabilities represent the amount to be paid for the issued obligations, in accordance with the par value of the securities, less discount or plus premium for the placement of the securities. In practice, issuance costs are presented as other assets and are amortized on a straight line basis throughout the life of the loan.

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BUSINESS Our Company We are a leading manufacturer and distributor of ranges, refrigerators, clothes dryers and washing machines, commonly referred to as white line products, with operations throughout North, Central and South America (including Brazil, where we operate through our 58.63% interest in Mabe Brazil). We believe we have leading market shares in most of the countries where we operate. We have eight manufacturing facilities in Mexico and nine other manufacturing facilities. We also distribute built-in ovens and hoods, water coolers, dishwashers, microwave ovens and related parts and components under various brand names. Since 1987, we have operated as a joint venture with GE, which holds a 48.41% equity interest in our company. Pursuant to our joint venture agreement, GE is also our principal customer based on aggregate product sales, and GE licenses to us trademarks and patents for our products and provides us access to relevant technology used in the manufacture of our products. Net sales to GE accounted for 21% of our consolidated net sales in 2011 and 23% of our consolidated net sales for the three months ended March 31, 2012. Additionally, in part through our partnership with GE, we have improved our manufacturing processes and operating performance by applying GEs continuous improvement techniques. Our products are sold primarily in Mexico, the United States, Canada, Central America and South America under the following brand names: GE, GE Monogram, GE Caf, GE Profile, Hotpoint, Mabe, Io Mabe, Atlas, Moffat, Dako, Continental and various local brand names. In 2011, we had consolidated net sales of US$3,660 million, operating income of US$49 million and EBITDA of US$211 million. For the three months ended March 31, 2012, we had consolidated net sales of US$931 million, operating income of US$25 million and EBITDA of US$60 million, compared to US$854 million, US$9 million and US$45 million, respectively, for the comparable period in 2011. North American Operations Mexico We are the leading distributor and manufacturer of white line products in Mexico with an approximate 43% average weighted combined market share in 2011, consisting of approximately 64% market share for ranges, 37% market share for refrigerators and 35% market share for washing machines. In 2011, our consolidated domestic net sales for our Mexican operations were US$715 million. For the three months ended March 31, 2012, our consolidated domestic net sales for our Mexican operations were US$159 million, compared to US$176 million for the comparable period in 2011. We market our products in Mexico under the GE, Io Mabe, Mabe and other well-known local brand names. Exports We exported approximately 1.4 million units to the U.S. market from our facilities in Mexico under our joint venture agreement with GE in 2011. For the three months ended March 31, 2012, we exported approximately 418,772 units to the U.S. market, compared with 352,702 units for the comparable period in 2011. In the United States, GE mainly markets our products under various GE brand names and the Hotpoint brand name.

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In addition to exports to the United States from Mexico, we also exported approximately 778,236 additional units to other countries in 2011. For the three months ended March 31, 2012, we exported approximately 193,001 units to other countries, compared with approximately 153,552 units for the comparable period in 2011. In 2011, our consolidated net export sales on a global basis were US$934 million, of which US$776 million, or 83%, represented exports to GE for sale in the United States. For the three months ended March 31, 2012, our consolidated net export sales on a global basis were US$254 million, of which US$216 million, or 85%, represented exports to GE for sale in the United States, compared to US$212 million for the comparable period in 2011, of which US$178 million, or 83%, represented exports to GE for sale in the United States. Canada We conduct our Canadian operations through MC Commercial Inc., our commercial business unit located in Burlington, Canada and Mabe Canada, our manufacturing business unit located in Montreal, Canada. Through our Canadian operations, we are the primary supplier of clothes dryers to GE in the United States sold under the GE, GE Profile and GE Monogram brand names. In the Canadian market, in addition to these brand names, we also sell dryers under the Hotpoint and Moffat brand names. We recently entered into a new Dryer Manufacturing Agreement with GE which involves the relocation of our dryer production from Montreal to Saltillo, Mexico. We have recently determined that our Montreal plant, which is currently operating at half of its capacity, is no longer financially viable and, accordingly, we plan to gradually close this plant between now and the end of 2014. This decision will not impact our sales, distribution and support division in Canada under our commercial business unit operated by MC Commercial Inc., nor will it have an impact on the supply of products to customers. Production of dryers from the Montreal plant will be consolidated into our existing facilities in Mexico. Andean Region Operations We are also a leading manufacturer and distributor of white line products in the Andean Region, where we believe our combined market share for white line products was approximately 29% in 2011. We have manufacturing facilities in Colombia and Ecuador which serve as the primary source of products for the Andean Region markets. In August 2008, we initiated distribution operations in Chile, introducing white line products manufactured in Colombia, Brazil, Argentina and Mexico under the Mabe and GE brand names. We believe we had an approximate 3% market share for white line products when operations started in Chile and that our market share in Chile climbed to approximately 12% by the end of 2011. We currently do not have manufacturing facilities in Venezuela. Net sales to Venezuela represented 4% of our total sales in the three months ended March 31, 2012, compared to 3% for the comparable period in 2011. Brazil and Argentina Operations In Brazil and Argentina, we manufacture ranges, refrigerators and washing machines for the Brazilian and Argentinian markets and for export to other countries. Our operations in Brazil were strengthened in 2010 when we integrated BSH Continental Eletrodomsticos LTDA, a Brazilian subsidiary of the German company BSH Bosch und Siemens Hausgerte GmbH, which conducted Boschs trademark white-line appliance operations in Brazil. At the end of 2010, we consolidated our three Brazilian operations into Mabe Brasil Eletrodomsticos, Ltda. (formerly BSH Continental Eletrodomsticos LTDA) in which we have a 58.63% ownership interest. Through Mabe Brazils three

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manufacturing facilities, we manufacture gas ranges, refrigerators and washing machines for the Brazilian domestic market under various GE and local brand names. We believe Mabe Brazil had an approximate 22% market share in Brazil in 2011. We also own two manufacturing plants in Argentina that produce ranges and refrigerators. We recently entered into a strategic alliance with Midea Group, to produce and sell front load washing machines in Argentina under local Mabe brand names. We believe that our market share in 2011 was approximately 18% in Argentina. Central American Operations We have operated in the domestic markets in Central America and exported white line products to Central America and the Caribbean from Mexico since 1960. In 1997, we expanded our Central American operations into El Salvador, Costa Rica, Guatemala, Honduras and Panama. In February of 2008, we acquired Atlas, a leading manufacturer of white line products in Central America, which manufactures ranges and refrigerators at its Heredia manufacturing facility in Costa Rica. We believe it is the primary supplier of ranges and refrigerators in Central America. Atlas manufactures and sells its products under popular regional brand names, such as Atlas and Cetron. We believe that our combined market share in 2011 in each of the markets in which we operate in Central America was approximately 50% based on our own estimates. History and Development Our predecessor was incorporated in Mexico as Industrias Mabe, S.A. de C.V. in 1946 and began production of kitchen fittings in Mexico in the 1940s. By 1953, we were producing our first gas ranges, which were quickly followed by the production of our first ovens, grills, built-in kitchenettes and breakfast units. During the 1950s and the 1960s, we began to establish branches and distribution centers throughout Mexico. We produced our first single-door refrigerators in 1964 and during the 1960s began to increase our share of the Mexican domestic market as well as expand into the export market. By 1968, we had become Mexicos leading exporter of white line products, and had successfully penetrated the Venezuelan and certain Central American markets. We began operations in Quertaro, Mexico in 1982 with two plants that produce plastics and steel die-stamping components used in ranges and refrigerators. Today, we are a multinational company with operations throughout the Americas with total sales of US$3,660 million in 2011 and US$931 million for the three months ended March 31, 2012, and more than 22,400 employees throughout the Americas. Approximately two-thirds of our employees are members of labor unions. The General Electric Joint Venture Since 1987, we have operated as a joint venture with GE, which currently holds a 48.41% interest in our company. This arrangement has allowed us to leverage the relative strengths and experience and other advantages of each partner to create a cohesive and efficient business relationship. Pursuant to our joint venture agreement, GE is also our principal customer based on aggregate product sales, and GE licenses to us trademarks and patents for our products and provides us access to relevant technology used in the manufacture of our products. Net sales to GE accounted for 21% of our consolidated net sales in 2011 and 23% of our consolidated net sales for the three months ended March 31, 2012. Additionally, in part through our partnership with GE, we have been able to improve our manufacturing processes and operating performance by applying GEs continuous improvement techniques.

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Our joint venture with GE was created pursuant to a Joint Venture Agreement, pursuant to which we and GE have agreed to common corporate policies applicable to certain matters and to certain restrictions on the ability of each party to enter into arrangements with third parties as well as to certain restrictions on transfer of the shares issued by us and to non-compete provisions. The Joint Venture Agreement and our by-laws require that certain significant decisions be approved by either a supermajority of our shareholders or by a majority of our directors as well as at least one director appointed by our Series B shareholders. Currently, a group of Mexican shareholders holds all of our Series A shares and GE is our only Series B shareholder. See Principal Shareholders and Related Party Transactions. Matters requiring such approval include increases or decreases in share capital, significant acquisitions, long-term supply agreements and introducing or discontinuing product lines. The Joint Venture Agreement may be terminated at any time upon the mutual written agreement of the parties or if a force majeure event occurs and is continuing for more than 12 months, upon 30 days written notice to the other party. In addition, if either party transfers its interest in us, the Joint Venture Agreement will be terminated as to that party. If either party to the Joint Venture Agreement is in material breach of the Joint Venture Agreement, the other party may terminate the agreement on 30 days written notice unless the material breach is cured within 90 days after the breaching party receives notice of the other partys intent to terminate. A material breach is defined in the Joint Venture Agreement as any breach which has the effect of substantially frustrating the performance of the Joint Venture Agreement and the business relationship between the parties. The Joint Venture Agreement may also be terminated upon the occurrence of certain bankruptcy or insolvency events. After the occurrence of such an event, the non-bankrupt party is given a preferential right to acquire the shares of Mabe which are owned by the bankrupt party. Ranges and Refrigerators Manufacturing Agreements Pursuant to a Contract Manufacturing Agreement with GE dated July 1, 1998, we have agreed to manufacture and sell finished free standing 30 inch platform gas ranges as well as free standing, self and standard clean, 30 inch platform electric ranges to GE for sale in the United States and Canada. These manufacturing and purchase obligations are automatically renewed for terms of four years unless either party gives notice of non-renewal to the other party two years prior to the scheduled termination date. In addition, this agreement may be terminated upon a breach by us, or by GE, subject to GEs obligation to compensate us. Under the same agreement, we have agreed to manufacture and sell finished 21 Bis, 23 Bis, 25, 27 and 29 cubic feet Side by Side refrigerators as well as 22 and 25 cubic feet Large Top Mount refrigerators to GE at the unique mark-up cost specified in the agreement. Pursuant to a Contract Manufacturing Agreement with GE dated February 16, 2006, we have agreed to manufacture in Mexico and sell finished 20 and 22 cubic feet Antarctica bottom freezer refrigerators to GE for sale in the United States and certain international markets subject to customary restrictions. In December 2010, GE provided us with notices of termination of Antarctica bottom freezer refrigerators and Side by Side refrigerators under these agreements. We expect to stop production of these products by 2014. The terms of our termination of these products are currently under review among us and GE. In 2011, net sales of ranges (gas and electric) to GE under the 1998 Contract Manufacturing Agreement were US$300 million, which accounted for approximately 8% of our consolidated net sales.

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In 2011, net sales of refrigerators to GE were US$274 million, which accounted for 7% of our consolidated net sales. New Dryer Manufacturing Agreement We entered into a new Dryer Manufacturing Agreement with GE on January 1, 2012 for the production of 10 million dryers over a 10 year period. After the initial 10-year period, this agreement is automatically renewed for two-year terms unless either party gives notice of non-renewal to the other party at least 18 months prior to the scheduled termination date. In addition, this agreement may be terminated upon a breach by either party, or by GE, subject to GEs obligation to compensate us. Although the production will take place in our dryer production facilities in Montreal, Canada and Saltillo, Mexico, we recently entered into an agreement with GE to gradually move all dryer production to the Saltillo plant. Our production facilities in Mexico and Canada manufactured an aggregate of 1.3 million dryers in 2011, which accounted for 6% of our consolidated net sales during that year. Purchasing and Services Agreement Pursuant to a Purchasing and Services Agreement with GE that became effective in 1994, GE supports our sourcing strategy by (i) providing us with access to its supplier base at the same cost and under the same conditions as those provided to GE, (ii) combining purchases to increase volume and thereby obtain lower prices, (iii) providing access to GE material supply agreements and (iv) establishing joint strategies for sourcing of specific materials. In addition, GE makes available to us a broad scope of purchasing services relating to parts, components and materials for white line products. In consideration for these services, we pay an annual fee to GE. In 2011, 2010 and 2009, the annual fee we paid to GE was US$360,000. This agreement is automatically renewed for one-year terms unless either party gives notice of non-renewal to the other party. Distribution Agreements We are party to two Distribution Agreements with GE, under which (i) GE is the exclusive and authorized distributor for all products bearing our owned and licensed brand names (other than licensed GE brand names) for major appliances within the United States and (ii) we are the exclusive and authorized distributor for all products bearing GEs owned and licensed brand names for major appliances within Canada, Mexico, Central America, the Andean Region and South American countries outside the Andean Region. Technical Support, Patent License Agreement for Major Appliances We are party to a Technical Support and Patent License Agreement for major appliances whereby GE furnishes us with certain technical information, assistance, problem solving and consultation rights under patents, inventions, designs, developments, know-how and other rights from GE pursuant to a nonexclusive, non-transferable right and license, which enables us to enhance the efficiency of our manufacturing process. We may also manufacture, sell and export products covered by GE patents in Canada, Mexico, Central America and South America (other than the Caribbean and Brazil). In 2011, we paid GE an annual fee of US$2 million in connection with this agreement. GE has the right to unilaterally terminate this agreement under certain circumstances including a change in control of Mabe or disclosure of confidential information to third parties. This agreement expires on January 1, 2018.

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Trademark License Agreement Under a Trademark License Agreement, we have the right to use certain of GEs licensed trademarks to market, sell and service certain of our products in Mexico, Canada, the Andean Region, Central America and the South American countries outside the Andean Region (other than the Caribbean) for an annual fee of 1% of the price of the product sold. The licenses for the use of the GE brand names granted to us under this agreement also provide a right of use to our subsidiary companies throughout Latin America. GE has the right to unilaterally terminate this agreement under certain circumstances, including a change in control of Mabe or disclosure of information to third parties. This agreement expires on January 1, 2018. Agreement for Major Appliance Designs We have an exclusive agreement with GE under which GE provides specific detailed product designs and supporting technology that enable us to design and manufacture white line products for GE. All interests in such designs are assigned to GE, and we have a perpetual, non-exclusive license with respect to all designs and patents used in the manufacture of these products. This agreement terminates in the event that GE ceases to own at least 34% of Mabe or if the joint venture with GE is terminated. Competitive Strengths Strong Brand Awareness and Presence Throughout the Americas We have a strong brand portfolio with leading brand names such as GE, GE Monogram and Mabe that have high levels of awareness with consumers. We are the leading distributor and manufacturer of white line products in Mexico with an approximate 43% average weighted combined market share in 2011, consisting of approximately 64% market share for ranges, 37% market share for refrigerators and 35% market share for washing machines. In addition, our widely-recognized brand names have leading market shares in all countries in which we operate other than Canada, Brazil and Argentina, where we believe we have the second largest market share position. In the United States, our products are sold under various GE brand names. In Canada, we sell dryers under the GE, Hotpoint and Moffat brand names. In Mexico and other countries in Latin America, we sell high-end white line products under the GE and IoMabe brand names, middle-market white line products under the Mabe and Easy brand names, and middle- and lower-end white-line products under local brand names such as IEM (Mexico), Atlas and Cetron (Central America), Regina (Venezuela), Durex (Ecuador), Inresa (Peru), Centrales (Colombia), Dako and Continental (Brazil) and Patrick (Argentina). We believe that our brand name portfolio helps us to maintain our market share position and creates significant barriers to entry for potential competitors. We believe our strong relationships with leading distributors through the region support our position as a market leader. Exceptional Sourcing Network We have developed a close relationship with suppliers by integrating procedures and improving communication channels to ensure the consistency of our operations. Our purchasing activities are centralized, which provides us with a stronger negotiating position with respect to raw material sourcing. In addition, due to our relationship with GE, we have a preferred raw material sourcing arrangement with GEs suppliers that gives us access to raw materials at the same costs and under the same conditions as GE.

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World Class R&D Facilities Our competitive position is enhanced by our access to world-class research and development facilities. In 1994, we established the Technology and Project Center in Quertaro, Mxico to carry out our R&D activities. With an area of more than 60,000 square feet and equipped with the latest technology, this R&D center hosts laboratories and design shops where more than 400 engineers work on engineering, prototyping and product development projects. Over the past few years, this R&D center has achieved numerous product innovations that have translated into value creation for our company. Our Technology and Project Center also operates in partnership with GEs Research and Development Center located in Louisville, Kentucky, allowing us access to world-class design and technology data. Strategically Located Manufacturing Facilities and Dynamic Manufacturing Process We believe we have a very competitive cost structure, which results in large part from the strategic positioning and operation of our 17 manufacturing facilities to achieve greater operating efficiencies. Because most of our products are manufactured in Latin America where labor costs are generally lower, we are able to employ a high-skilled labor force with a relatively low cost compared with some of our competitors. In addition, our manufacturing facilities are strategically located to minimize transportation costs and strengthen the link between distributors and our customers, which allows us to respond faster and to be more closely in touch with the needs of our distributors and our customers. At our manufacturing facilities, we have incorporated a dynamic manufacturing process that allows us to adapt and incorporate new market trends and technologies in an efficient and timely manner. We use a portion of our capital expenditures to invest in the development of procedures that shorten product manufacturing and development times, which has enabled us to make adjustments to our products while minimizing production times and waste. We believe that these procedures have also led to better inventory management that, in turn, has had a positive effect in our cash conversion cycle. Product and Geographic Diversity Our sales are diversified both by product type and by geographic market. We believe this diversification puts us in a good position to drive growth and competitiveness to capture market opportunities and effectively mitigate any adverse consequences that could result from economic downturns. Our consolidated net sales were US$3,660 million in 2011 and US$931 million for the three months ended March 31, 2012, compared with consolidated net sales of US$854 million for the comparable period in 2011. Our consolidated EBITDA was US$211 million in 2011 and US$60 million for the three months ended March 31, 2012, compared with EBITDA of US$45 million for the comparable period in 2011. Our consolidated net sales by product are set forth in the table below for the periods indicated:

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Product

Refrigerators .......................... Ranges ................................... Washing machines ................. Dryers .................................... Other ...................................... Total.......................................

Year ended December 31, 2011 (adjusted for noncontrolling interest in Mabe Brazil) Total Mabe 43% 43% 32% 32% 11% 11% 6% 6% 8% 8% 100% 100%

% of net sales Three months ended March 31, 2011 2012 (adjusted (adjusted for nonfor noncontrolling controlling interest in interest in Mabe Mabe Total Total Brazil) Brazil) Mabe Mabe 44% 43% 41% 42% 33% 32% 34% 34% 11% 11% 11% 11% 5% 6% 6% 7% 7% 7% 8% 6% 100% 100% 100% 100%

Our EBITDA by region of operation and the percentage contribution of each region to our consolidated EBITDA is set forth in the table below for the periods indicated:
EBITDA by region Three months ended Year ended December 31, March 31, 2012 2011 (US$ in millions) % (US$ in millions) % Mexico(1) ....................................................... South America(2) ........................................... Canada .......................................................... Central America............................................ Total.............................................................. 137 43 17 14 211 65 21 8 6 100 34 22 2 2 60 56 37 3 4 100

EBITDA by region (adjusted for non-controlling interest in Mabe Brazil) Year ended December 31, Three months ended 2011 March 31, 2012 (US$ in millions) % (US$ in millions) % Mexico(1) ....................................................... South America(2) ........................................... Canada .......................................................... Central America............................................ Total.............................................................. 138 61 17 14 230 60 27 7 6 100 34 21 2 2 59 58 36 3 3 100

___________
(1) Includes sales to GE for sale in the United States and elsewhere. (2) South America includes the Andean Region, Brazil and Argentina.

Business Alliance with GE Our competitive position is strengthened by our relationship with GE, with which we have had a business alliance since 1987. We export products to the United States under GEs technical standards. GE provides us access to certain of its trademarks and designs, technical support and patents, and is the

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principal distributor for our products in the U.S. market. Since 1987, we have expanded our relationship with GE to develop new products for the U.S., Canadian and Mexican markets. We believe that our relationship with GE gives us the ability to leverage our capabilities to produce high-quality products. We have entered into a new Dryer Manufacturing Agreement with GE, which became effective on January 1, 2012, pursuant to which we will manufacture approximately 10,000,000 dryers for sale to GE over a period of 10 years. We expect to invest approximately US$80 million to expand our dryer production capacity and develop new products with higher standards as a result of this agreement. Recognized Manufacturing Excellence and Product Quality We have achieved recognition for quality at our manufacturing facilities. Our Leiser Facility was the first appliance manufacturer in the Americas to receive certain industry awards relating to quality and efficiency. Since October 1994, most of our facilities have been ISO certified. The gas ranges produced at our Leiser Facility have been consistently ranked in the top five for their product category by Consumer Reports Magazine in recent years. We also received Innovation Awards from the Applied Research and Technology Directors Association in Mexico in 2008, 2009 and 2011 for the new aqua saver program in our washing machines. We believe these quality certifications and awards are a recognition of the extraordinary efforts we have made to improve our manufacturing processes and the quality of the products we produce. Business Strategy We intend to continue strengthening our position in countries where we currently have leading market positions and to, increase our position in other markets in the Americas by increasing sales of existing and new products and leveraging our brand names. With respect to our operations, our strategy is to continue to improve manufacturing efficiency, reduce costs and increase productivity while maintaining our high levels of product quality and customer satisfaction. Key elements of our strategy are: Realign Our Organizational Structure into Three Global Business Units In 2010, we commenced streamlining our organizational structure from a complex geographically-based business into three global business units: Supply Chain, Market Development and Services. Under this new organizational model, each business unit will be responsible for its own strategy formulation and profit creation, which we believe will enable better strategy implementation, improve the speed of new products to market, enhance cost efficiency initiatives, increase transparency in our operations and provide better accountability-tracking capabilities. Additionally, we believe this corporate reorganization will provide us with a more robust legal structure to leverage acquisitions, divestitures and new joint-ventures, fund future growth, receive future investors and manage our debt. We have implemented this organizational model in Mexico, Canada, the Andean Region and Central America. Expand Investments in Latin America We intend to continue the integration of our operations in Latin America and to continue leveraging our established platform in this region. In particular, we intend to leverage our manufacturing capacity by taking advantage of reduced labor costs and trade arrangements pursuant to which we may manufacture products in certain countries and export them to others without import tariffs or with significantly reduced import tariffs.

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Expand and Consolidate our Business Relationship with GE in the United States We intend to maintain our position as GEs most competitive and preferred supplier of white line products for U.S. distribution as a means to improve our market share in the United States and increase our profitability. We intend to seek to increase the volume and variety of products we export to GE for the United States market. Customize Products to Meet Local Demands and Preferences We believe that providing product designs focused on the needs and habits of each country and region to which we export is critical to our continued success. Accordingly, we strive to adapt our products to the needs of local customers. We believe that our success in penetrating new markets is in large part a result of our ability to provide customers with product designs that are familiar to them, that make them feel comfortable and that address their needs and style preferences. We utilize local brand names for products designed for specific markets and tailor the look and operation of our products to conform to the requirements and standards of each market. Introduce Technologically Advanced Products We seek to be at the forefront of development of product technology, which is critical to the continued success of our business. In 1994, we established the Technology and Development Center in Quertaro, Mexico, which employs approximately 400 engineers and is designed to develop new, technologically advanced and differentiated products for both the Mexican and export markets. We also intend to further enhance our product offerings by applying technology made available by GE pursuant to our joint venture agreement. We are also committed to use state-of-the-art technology in our manufacturing processes to produce higher quality products on a more efficient basis. We expect to continue to invest in and improve our manufacturing technology and to introduce technologically advanced products. Improve Product Quality, Customer Service and Manufacturing Efficiency We continually strive to improve the quality of our products and provide superior customer service. We have integrated Six Sigma, a quality control program designed to eliminate defects in the manufacturing process and deliver near-perfect products, at every level of our operations throughout our manufacturing facilities. Our strategic organization program, Mabe Way, implements streamlining technology to allow our products to more efficiently reach our customers. In addition, we seek to continually improve our product service operation to provide after-sales support service to customers in the markets where our products are sold. We strive to increase operating efficiencies and reduce manufacturing costs. We are committed to the use of state-of-the-art technology in our manufacturing processes to create better and more efficiently produced products. We have adopted a standardized purchase and sale accounting control mechanism to maintain low inventory levels and adopted a flexible work schedule that allows for fluctuations in the number of employees or hours worked based on market demand. Leverage Our Leading Market Position and Brand Recognition We believe there are still growth opportunities in all of the markets in which we operate, particularly in the refrigerator and washing machine segments, reflecting greater consumer purchasing power and more sophisticated consumer preferences. We also believe we will benefit from the favorable demographic trends in these markets where a significant percentage of the population is below 30 years of

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age. We expect this demographic trend will drive demand for white line products. We intend to continue to leverage our leading market positions and strong brand recognition in our markets to:

target first-time customers for white line products; capture the market for customers upgrading to higher-end white line products that generally generate greater profit margins; maintain our leadership position in the Mexican, Central American, Andean Region and U.S. markets; increase our market share in Canada, Brazil and Argentina; and

increase our presence in countries like Chile and other countries outside the Americas where we currently have limited or no operations. Our Products We are a holding company with subsidiaries involved in the manufacture, distribution, sale and servicing of white line products, including gas and electric ranges, refrigerators, washing machines, dryers and other products under a variety of recognized brand names. Manufacture of Ranges We manufacture 30-inch wall ovens, 20-, 24- and 30-inch free standing gas and electric ranges, and a line of built-in models. We manufacture gas and electric ranges at six plants in San Luis Potos, Mexico (the Leiser Facility); Mexico City, Mexico; Guayaquil, Ecuador; Campinas, Brazil; Buenos Aires, Argentina; and Heredia, Costa Rica. In Mexico, we operate a plastic components and die-casting molds plant in Quertaro, Mexico whose output is used in the production of ranges at our other plants. Both the Leiser Facility and the Quertaro manufacturing plant are ISO-9002 certified. In 2011, we sold 4.8 million gas and electric ranges throughout Latin America. We believe the Leiser Facility is one of the largest gas range plants in the world. Our net sales derived from ranges were US$1,183 million in 2011 and US$319 million for the three months ended March 31, 2012. Sales of ranges represented 33% of our consolidated net sales for 2011 and 34% of our consolidated net sales for the three months ended March 31, 2012. In the United States, we estimate that four out of every 10 gas ranges are manufactured by Mabe and sold by GE. In Mexico we believe that we are the leading manufacturer of gas and electric ranges with a market share of approximately 64% in 2011. We estimate that our market share for ranges was approximately 57% in Central America, 38% in the Andean Region, 34% in Brazil and 17% in Argentina. In Mexico, ranges are marketed under the brand name Mabe for 20- and 30-inch floor standing and built-in models along with a line of ovens. The brand name IEM is used for 20- and 30-inch floor standing and built-in models. We market a line of 20-inch free-standing ovenless ranges along with hoods for the lower-end market segment. In addition, we use the General Electric brand name in all the markets in which we operate serving the high-end consumer segment with a line of 20- and 30-inch floor standing and built-in models along with a line of hoods. A brand name associated with GE, Hotpoint, is also used to market a line of 20- and 30-inch floor standing and built-in models.

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Manufacture of Refrigerators We manufacture different models of refrigerators including standard, semi-automatic, automatic, economy, semi-luxury and luxury models with one or two doors, including side-by-side and stacked doors, bottom mount, top mount and frost or no-frost, in a variety of colors and sizes ranging from the 3.7 cubic foot Frigobar Minibar model targeted at the office market to the 29 cubic foot Luxury No-Frost model. We also manufacture a line of freezers. Our refrigerators are manufactured at six plants in Quertaro, Mexico; Celaya, Mexico; Heredia, Costa Rica; Manizales, Colombia; San Luis, Argentina; and It, Brazil. Our plastic component plant in Quertaro supplies parts for range production and supplies plastic parts for the manufacture of refrigerators including liners and lamination materials. We have achieved ISO-9002 certification in all our refrigerator manufacturing plants. In 2011, we sold approximately 3.3 million refrigerators. Our net sales derived from refrigerators were US$1,575 million in 2011 and US$383 million for the three months ended March 31, 2012. Sales of refrigerators represented 43% of our consolidated net sales for 2011 and 41% of our consolidated net sales for the three months ended March 31, 2012. The Mexican refrigerator market is one of the most competitive segments within white line products. The high level of competition is affected by an aggressive pricing strategy from local producers such as Whirlpool Corporation and the market entry of Samsung and LG Electronics. We estimate that our market share in 2011 was approximately 54% in Central America, 37% in Mexico, 32% in the Andean Region, 32% in Argentina and 18% in Brazil. Through our subsidiary MCM Americas, we manufacture efficient and technologically advanced compressors, a key component in the production of refrigerators. The compressors are used both for the production of refrigerators in Mexico and are also exported to our South American refrigerator plants, to GE and other international customers. Manufacture of Washing Machines We manufacture compact and automatic washing machines with six, eight, 10, 11, 13 and 14 kilogram capacities. These washing machines are manufactured at four plants located in Mexico, Ecuador and Brazil. Our Monterrey, Mexico and Brazil washing machine manufacturing plants are ISO9002 certified and our Saltillo Manufacturing plant has ISO-9001 certification. Over the past several years, the market for washing machines has become more competitive due to an increased presence from Asian competitors such as Samsung and LG Electronics. However, we believe that this particular market has the lowest penetration and, therefore, presents the largest growth potential. Our net sales from washing machines were US$398 million in 2011 and US$99 million in the three months ended March 31, 2012. Sales of washing machines represented 11% of our consolidated net sales for 2011 and 11% of our consolidated net sales for the three months ended March 31, 2012. We believe that in 2011 we had a market share of approximately 35% in Mexico, 22% in Central America, 19% in the Andean Region and 9% in Brazil. We currently have limited our exports of washing machines to Canada and the United States. In Latin America, washing machines are marketed under the brand name Mabe. The Easy brand name is used for a line of automatic, stacked washer and dryer units and compact and two basket models. The IEM brand name is used for automatic, semi-automatic and two basket models. The GE brand name is used in all of the markets in which we operate to market to the high-end consumer segment.

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Manufacture of Dryers We are the primary supplier of clothes dryers to GE in the United States sold under the GE, GE Profile, GE Monogram, Hotpoint and Moffat brand names. We manufacture dryers with capacities of 11, 12, 13 and 14 kilograms. We entered into a new Dryer Manufacturing Agreement with GE, which became effective January 1, 2012, for the production of 10 million dryers over a 10 year period. Although the production will take place in our dryer production facilities in Montreal, Canada and Saltillo, Mexico, we recently entered into an agreement with GE to gradually move all dryer production to our Saltillo plant. Our production facilities in Mexico and Canada manufactured an aggregate of 1.3 million dryers in 2011, which accounted for 6% of our consolidated net sales during that year. Dryer sales to GE for sale in the United States represent 77% of our total dryer sales. In Canada, we estimate that our market share was approximately 14% in 2011. The sales of our dryers in other countries are not significant. Our net sales from dryers were US$214 million in 2011 and US$53 million in the three months ended March 31, 2012. Sales of dryers represented 6% of our consolidated net sales for 2011 and 6% of our consolidated net sales for the three months ended March 31, 2012. Other Products We also sell products manufactured by third parties such as water dispensers and kitchen hoods. In addition, we import and distribute other products from different countries, such as microwave ovens and room air conditioners from Asia, stackable washer-dryer combinations from the United States, kitchen hoods from Italy and twin tub washers and freezers from China. Sales from the distribution of these other products accounted for 8% of our consolidated net sales in 2011. Customers and Sales We typically market and distribute our products directly to department or specialty stores. In addition, we sell directly to wholesalers from our various plants. We categorize our clients into four classes: national accounts, independent and regional accounts, special sales accounts and finished kitchen maker accounts. As a result of intense competition in Mexico, our active client base decreased by approximately 7.2% during 2011 from 777 to 721 clients. Since 2009, an average of 51% of our total sales in Mexico have consistently come from 10 clients. These include national accounts, such as Elektra, Liverpool, Walmart (including Sams Club) and Coppel, among others, which together comprised approximately 53% of our total sales in Mexico during 2011. Substantially all of our exports to the United States and Canada are to GE. Exports to customers other than GE account for a small percentage of our total exports. Customer Service We extend warranties for the operation and all parts of our products for a period ranging from one to three years, depending on the product and brand, without any additional cost to the final consumer. We were the first company in Mexico to increase warranty terms. Serviplus, our after sale service division provides customer service 365 days a year, twenty-four hours a day throughout Mexico and South America as well as Central America. In Mexico, approximately 70% of our service calls are covered by warranties (for which we do not receive separate fees). Serviplus is present in more than 40 cities in Latin America. In Mexico, Serviplus divides its operations into four centers: north, west, central and south. With over 26 service centers, approximately 657 employees and 210 authorized specialized and higher

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tech service clients, we believe that Servipluss presence in Mexico is well established. Within Mexico, Serviplus processes and responds to service calls within 24 hours 55% of the time. Serviplus technicians are present in all of our regions. To obtain a higher level of quality and customer satisfaction for products, after-sales product repair services are offered to customers through Serviplus, and we, in conjunction with GE, implement Six Sigma throughout our operations. Under the Six Sigma program, we seek to reduce the cost of operations and marketing in order to improve the quality of processes and to reduce the maximum failure rate to three failures per million units sold or repair services rendered. Management also uses Six Sigma to help to reinforce our commitment to quality through the continuous measurement, analysis, improvement and control of our processes. In addition, management seeks to promote teamwork while implementing a formal strategic planning process, to eliminate communication barriers and to encourage association among individuals of different levels. Distribution We currently distribute our products domestically through three distribution centers located in the Mexico City area, Monterrey and Guadalajara. Managers at these distribution centers calculate inventory objectives and monitor inventory levels in their region to assure that there is adequate inventory on hand to meet the demand in such region. In addition, warehouses have been established at our five manufacturing plants for finished products in Mexico as part of our effort to achieve just-in-time delivery of products, thereby avoiding or minimizing the costs of storing inventory at, and transporting inventory to, warehouses far from the manufacturing locations. We have implemented a streamlining strategy designed to allow our products to reach more clients while increasing logistical efficiency. As of 2011, our branch offices and distribution centers provided services to approximately 2,450 locations in Mexico with 721 clients. We have been improving our efficiency through the expansion of our distribution network and the linking of our computer systems via satellite. We distribute our products elsewhere in the Americas through our distribution facilities in Canada, Colombia, Brazil, Ecuador, Chile, Argentina, Peru, Venezuela, Costa Rica, El Salvador, Guatemala, Nicaragua, Panama and the Dominican Republic through rail and maritime transport. We ship products to GE primarily by rail and alternatively by truck. Shipments to North America are always sent though the Laredo border, from where they are directed to GEs distribution centers. Shipments by Leiser in Mexico are made to our distribution centers by truck or rail. We generate jointly with GE annual production estimates that are revised and adapted throughout the year, as demand fluctuates. The export process to the United States is driven by our on-screen computer access to the inventories of GEs distribution centers, and certain programs which enable us to determine the optimum inventory levels for each such center based on projected market demand. We constantly monitor inventory levels and adjust production to conform to the requirements of the distribution centers. Nevertheless, GEs authorization is required in order to make each product shipment; therefore, we periodically send suggested shipment statements to GE, and a shipment is only made upon GEs acceptance of each such statement. From the Leiser Facility in San Luis Potos, Mexico, and from the Mabe Canada production facility to the applicable border-crossing point, liability and risk of the products are borne by us. We maintain a monetary reserve in lieu of insurance to cover the potential risk of loss which we believe results in significant insurance-related cost savings. Once the products have crossed the border into the United States, legal title, liability and risk of loss are transferred to GE, and thereupon the products are covered by GEs own insurance policies.

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Materials and Parts Our main manufacturing inputs include steel, gas, gas valves, auto igniters, plastics, compressors, motors, transmissions, paint, packaging, enamel and glass. Our policy is to maintain relationships with at least one primary supplier and one alternate supplier for each of our raw materials. With respect to steel, natural gas, electricity and plastics, our most important raw materials, our principal suppliers are U.S. Steel and Ternium for steel, Pemex for gas, the Comisin Federal de Electricidad for electricity and SABIC for plastics. We centralize our purchasing activities through a central purchasing office in order to create greater efficiencies and a stronger negotiating position with respect to our key raw materials. At the regional level, we seek to combine our material needs for various locales and benefit from pricing advantages offered by regional trade agreements. At the local level, we seek to develop a variety of sources and to develop strong quality and pricing benchmarks to guarantee competitiveness. We also benefit from the support we receive in our raw materials purchasing from GE through our Purchasing and Services Agreement whereby GE supports our sourcing strategy by, among other things, (i) providing us with access to GEs supplier base at the same cost and under the same conditions as GE, (ii) combining purchases to increase volume and thereby obtain lower prices, (iii) providing access to GE material supply agreements and (iv) establishing joint strategies for sourcing of specific materials. See The General Electric Joint VenturePurchasing and Services Agreement. The type of purchasing services furnished to us by GE, with respect to parts and products, consist principally of: identification of potential sourcing cost savings programs; data pertaining to sourcing; identification of potential vendors known to GE worldwide; quality and reliability profiles of selected vendors; advice from the international purchasing office of the Material Resource Operation of GE located in Louisville, Kentucky; Japan; Korea; Taiwan; Mexico; Hong Kong; and any other location in the world where GE purchasing offices exist; negotiation of purchase orders and contracts on behalf of Mabe with selected vendors; and assistance from GEs international purchasing offices in making travel arrangements.

The agreement expires each year but is automatically renewed for one-year terms unless either party gives notice of non-renewal to the other party. A significant portion of our raw material requirements are purchased pursuant to this agreement. Seasonality Most of our sales occur during the periods of March to May in Latin America and September to November in Latin America, the United States and Canada due to the fact that white line products are often purchased as gifts for Mothers Day in Latin America and during the Christmas season in Latin America, the United States and Canada. As a result, we experience significant quarterly variability in our results of operations, with an average of approximately 27% of our sales generated in the fourth quarter historically. Our general pricing strategy is to increase prices a month before the high seasons begin. Prices are also raised to offset the effects of inflation with consideration given to maintaining adequate

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market share and sales floor presence. We consider domestic market trends at the retailer level in shaping our pricing policies. Manufacturing Facilities We own or lease eight plants throughout Mexico for the production of white line products and related parts through our subsidiaries, with our principal plants located in Mexico City, Quertaro, Saltillo, Monterrey and San Luis Potos. Since 1987, we have increased our operating efficiencies and reduced manufacturing costs by consolidating our older plants when feasible. We also maintain manufacturing facilities in Canada, Costa Rica, Ecuador, Colombia, Brazil and Argentina for the production of white line products and related spare parts. The following table lists the location of each of our manufacturing facilities, their capacity utilization for the year ended December 31, 2011 and the products manufactured at each facility:
Manufacturing Facility Location Montreal, Canada Celaya, Mexico Quertaro, Mexico Quertaro, Mexico Saltillo, Mexico Saltillo, Mexico Monterrey, Mexico San Luis Potos, Mexico San Luis Potos, Mexico Heredia, Costa Rica Guayaquil, Ecuador Manizales, Colombia It, Brazil Campinas, Brazil Hortolandia, Brazil(1) Hortolandia, Brazil(1) San Luis, Argentina Buenos Aires, Argentina Operating Subsidiary Mabe Canada Leiser (Quantum) Mabe Mexico Mabe Mexico Mabe Mexico Mabe Mexico Mabe Mexico Leiser MCM Americas Atlas Elctrica Mabe Ecuador, S.A. Mabe Colombia, S.A.S. Mabe Brazil Mabe Brazil Mabe Brazil Mabe Brazil Kronen Internacional, S.A. Kronen Internacional, S.A. Principal Products Dryers Refrigerators Refrigerators Components Washing machines Components Washing machines Gas and electric ranges Compressors Gas and electric ranges and refrigerators Gas ranges and washing machines Refrigerators Refrigerators and washing machines Gas ranges Refrigerators Components Refrigerators Gas ranges and washing machines Capacity Utilization 51% 61% 69% 79% 65% 80% 37% 71% 73% 84% 75% 73% 73% 78% 87% 35% 77% 91%

___________
(1) We refer to these two plants as one facility.

Ranges Ranges are currently manufactured at five plants. In Mexico, ranges are produced at the Leiser Facility. Mabe Mexico operates a plastic components and die-casting molds plant in Quertaro, Mexico whose output is used to produce ranges at our other plants. Both plants are ISO-9002 certified. We also have range manufacturing plants in Guayaquil, Ecuador; Campinas, Brazil; Buenos Aires, Argentina; and Heredia, Costa Rica.

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Refrigerators Refrigerators are manufactured at seven plants in Mexico, Central America and South America. In Mexico, we have plants in Quertaro and Celaya. In Central America, we have a plant in Heredia, Costa Rica, in South America, we have a plant in Manizales, Colombia, one in San Luis, Argentina and one in each of It and Hortolandia Brazil. We integrated the Hortolandia Plant in 2010 into our operations in Brazil as a consequence of the acquisition of BSH Continental Eletrodomsticos LTDA. The Celaya plant manufactures the top-of-the-line side-by-side, bottom freezer and top mount refrigerators. The Quertaro plant has been recognized for its innovative manufacturing approach including a flexible work week to adjust for fluctuations in market demand and its three line assembly process that permits the manufacture of small lots for specific orders and the daily production of more than 3,500 refrigerators in more than 120 different models. The same Quertaro plant that supplies parts for range production also supplies plastic parts for the manufacture of refrigerators including liners and lamination materials. We have achieved ISO-9002 certification in all of our refrigerator plants. In 2011, Mabe produced more than 3.3 million refrigerators at its plants in Mexico, Central America and South America. MCM Americas manufactures compressors in San Luis Potos, Mexico with an annual production capacity of 2.7 million compressors. It also manufactures transmissions and motors for washing machines with an annual production capacity of 1.2 million. Washing Machines Washing machines are manufactured in two of our plants in Mexico, one in Monterrey and one in Saltillo, at our It plant in Brazil and at the Guayaquil plant in Ecuador. At the end of 2011, we began producing washing machines at our plant in San Luis, Argentina through a strategic alliance with Midea. In 2011, our plants in Mexico and South America manufactured an aggregate of 1.7 million washing machines. Consistent with our vertically integrated manufacturing philosophy, a plant for the production of transmissions used in washing machines operates in Saltillo. This plant also stamps aluminum parts for the washing machines and supports the machining and fabrication of components. The plant in Monterrey manufactures, sells and distributes one-phase and three-phase electric motors which are used in washing machines, air conditioners, centrifugal pumps and fans. Our washing machine plants are ISO9001 or ISO-9002 certified. Dryers Dryers are manufactured in two plants, one in Montreal, Canada and one in Saltillo, Mexico. We entered into a new Dryer Manufacturing Agreement with GE, which became effective on January 1, 2012, for the production of 10 million dryers over a 10 year period. Although the production will take place in both of our dryer production facilities, we recently entered into an agreement with GE to gradually move all dryer production to the Saltillo plant. Our plants in Mexico and Canada manufactured an aggregate of 1.3 million dryers in 2011. Our dryer plants in Montreal are CSA certified and the Saltillo plant is ISO certified. We have recently determined that our Montreal plant is currently operating at half of its capacity, is no longer financially viable and, accordingly, we plan to gradually close this plant between now and the end of 2014. This decision will not impact our sales, distribution and support division in Canada (MC Commercial Inc.), nor will it have an impact on the supply of products to customers. Production of dryers from the Montreal plant will be consolidated into our existing facilities in Mexico.

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Processes and Projects We are continuously implementing new technologies in our manufacturing processes in all of our facilities to efficiently produce high-quality white line products. New technologies provide the plants with a high degree of production flexibility and tight inventory controls. Leiser Facility We believe that the Leiser Facility in San Luis Potos, Mexico is one of the largest gas range production facilities in the world based on installed production capacity. Strategically located approximately 500 miles south of the United States border, the Leiser Facility has access to skilled labor at competitive cost, transportation (rail lines and highways) and services. Most of the production at the Leiser Facility is exported to the United States for sale by GE. Leiser estimates that it can deliver finished gas ranges maintained in inventory into the United States within approximately three days after GE orders them. Under our export agreement with GE, products produced at the Leiser Facility are subject to periodic quality control inspections by GE personnel. Construction was completed in 1990 with an initial investment of US$100 million and initially had an annual production capacity of 1,000,000 gas ranges. Expansions completed at a cost of US$80 million, including the Thermo project completed in late 1999, have increased the annual production to its current capacity of 2.7 million gas and electric ranges. In 1994, the Leiser Facility became the first appliance manufacturer in all of the Americas to receive ISO-9002 certification and also has been ISO-9001 certified since 1998. It also received, in 1997, Sears North American Quality (S.N.A.Q.) qualification. Gas ranges produced at the Leiser Facility have been consistently ranked as first or second for their product category by Consumer Reports Magazine since 1994. Quantum Facility In 2000, we constructed the Quantum plant in Celaya, Mexico with an investment of US$300 million. The Quantum plant is designed to manufacture a new generation of refrigerators, developed in conjunction with GE. In 2011, we manufactured approximately 482,114 side by side, bottom freezer and top mount refrigerators at the Quantum facility. Saltillo Facility We entered into a new Dryer Manufacturing Agreement with GE, which became effective on January 1, 2012, for the production of 10 million dryers over a 10 year period. To support this production, our Saltillo Facility requires an investment of approximately US$80 million. We have already begun the upgrade and expansion which we expect will be completed at the end of 2014. This investment will mainly support our export business to the United States. Competition Mexico Since our inception in 1946, we have consistently increased our share of the market for our three principal white line products (ranges, refrigerators and washing machines). In Mexico, we had an estimated combined market share of approximately 44% in 2011 with net sales of US$715 million. Our principal competitor in Mexico, Whirlpool Corporation, in 2011 had an approximate one-third combined

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domestic market share for white line products. We also face competition from Asian manufacturers of white line products, including Daewoo, Samsung and LG Electronics which export products from Asia to Mexico and other Latin American markets. In recent years, Asian white line manufacturers have invested in plants in Mexico thereby increasing their market presence and resulting in increased competition. We are the leading domestic manufacturer in Mexico of gas and electric ranges with a market share of approximately 64% in 2011, refrigerators with a market share of approximately 37% and washing machines with a market share of approximately 35%. The refrigerator market is the most competitive segment of the white line product market in Mexico due to aggressive pricing strategies from local producers, such as Whirlpool Corporation and the market entrance of Asian manufacturers, such as Samsung and LG Electronics. We believe that the washing machine segment of the white line industry presents the lowest market penetration and the greatest potential for our market growth in Mexico. Despite intense competition in the domestic Mexican market, we have successfully maintained our market share due in large part to our continuous product innovation and extensive distribution network, a key competitive advantage, which cannot be easily replicated. We believe that the white line product market in Mexico presents significant growth opportunities, particularly as Mexican consumers continue to shift their preferences to products with more features. United States In 2011, we manufactured approximately 603,304 gas ranges and 297,216 electric ranges in Mexico for export to the United States. In the United States, GE experiences heavy competition in the market for white line products from Frigidaire and Whirlpool. In the United States, we estimate that our share of the gas range market in 2011 was approximately 30% and our share of the electric range market in 2011 was approximately 33%. Andean Region, Central America, South America and the Caribbean We are the leading white line products manufacturers in the Andean Region. We believe our competition in the Andean Region is extremely fragmented and, as a result, we believe we are well positioned to continue to be the leading manufacturer and competitor in this market. We estimate that our white line product market share in 2011 was 27% in Venezuela, 40% in Colombia, 38% in Ecuador, 28% in Peru and 12% in Chile. Through our Heredia, Costa Rica facility and related distribution subsidiaries, we produce and distribute ranges, refrigerators and washing machines in Central America and the Caribbean. We estimate that our combined market share for white line products in Central America, South America and the Caribbean was approximately 50% in 2011. Our principal competitors in Central America and the Caribbean are from the United States. Whirlpool is the leading white line product manufacturer in the Brazilian market, the largest market in Latin America. With the integration of BSHs Brazils operations, we strengthened our market share in that country and we believe that Mabe Brazil had an approximate 22% market share in Brazil in 2011. Our operation in Argentina has also increased its market share. In addition, European market entrants are attempting to develop market positions in Brazil and, from there, to branch out into South, Central and North America.

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Research and Development We believe that technology research and development is essential to remain successful in a highly competitive global environment and an essential growth factor. In 1994, we inaugurated the Technology and Project Center (T&P), in Quertaro, Mexico with over 60,000 square feet of offices, labs and new product design shops and more than 300 employees. Since 2009, we have invested US$85 million in engineering, prototyping, evaluation and research for product development, raw materials and components. Every new project is handled individually with allocated resources and management. The T&P is equipped with the latest technology, including the most advanced computerized engineering software and hardware. Technicians at the T&P regularly interact with our manufacturing facilities and marketing, service and sales personnel to ensure that any product defects are quickly identified and a solution is implemented. The T&P also operates in partnership with GEs Research and Development Center located in Louisville, Kentucky, allowing us access to world-class design and technology data. In its 17 years of operation, the T&P has engaged in activities ranging from the design of experimental product prototypes to advanced product computer simulations. Since 2009, we have generated and registered more than 65 patents in order to protect our technological developments. The T&P won the Innovation Award from the Applied Research and Technology Directors Association in Mexico in 2004, 2006, 2007, 2008, 2009 and 2011 for the new aqua saver program in our washing machines. The T&P has been awarded the Styling Award by Quorum, Mexican Designers Association in 2003, 2004 and 2006 and the Vinculation Award by the Mexican Government and Academy in 2008. The T&P facilities and staff play a significant role in the development of new materials, components and suppliers used in our production processes. To achieve this, we employ a number of professionals to negotiate raw material and commodity purchases and to identify and implement cost reduction measures. Delivering manufacturing processes to the plants implies that T&P personnel need to be present for start-up and continuous improvement. The communications services generated by our technological information area play an important role for connecting people, information flow and knowledge management. Environmental Matters We are subject to federal, state and municipal laws and regulations relating to the protection of the environment, including with respect to the control and abatement of air, water and soil pollutants and storage, handling and disposal of hazardous substances and waste, in Mexico and other countries in which we conduct operations. From 2008 to 2011, we invested US$950,000 in environmental compliance. We expect to spend an additional US$1.1 million over the next two years in connection with environmental compliance activity throughout our operations. However, actual compliance costs may vary from those estimates, and future events, such as new information concerning past releases of hazardous substances, future expansions or manufacturing changes, changes in existing environmental law or their interpretation and more rigorous enforcement by regulatory authorities. We take a proactive approach with respect to compliance with all environmental laws and regulations as they relate to our manufacturing operations. We believe that we are in material compliance with all currently applicable laws and regulations and have timely submitted all applications pending for licenses for our operating plants from governmental entities.

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Mabe is audited annually in accordance with the GE environmental framework standard to verify compliance with their environmental requirements, which typically are more stringent than regulatory criteria. The majority of our manufacturing sites in Mxico have been certified as clean industry by Mexican governmental agencies (Procuraduria Federal del Medio Ambiente) or are in the process of completing clean industry certification. Product Liability We have not historically incurred material expenditures in respect of product liability claims other than costs of insurance premiums, which we believe have been in line with industry standards. Employees and Labor Relations At March 31, 2012, we had more than 22,400 employees throughout the Americas. Approximately two-thirds of our employees are represented by labor unions. Our employees are affiliated with several labor unions and labor relations with each of these labor unions are governed by collective bargaining agreements which are required to be negotiated separately for each union. Under Mexican and Canadian law, these collective bargaining agreements are required to be renegotiated on a yearly basis with respect to wages and every two years with respect to benefits. We believe we have good labor relations with all of our employees, including our unionized employees. Since our foundation, we have not experienced any strikes or other labor disputes that have materially affected our overall operations. Since April 1993, we have implemented a flexible work schedule for our union and non-union employees at several of our plants. Under the flexible work schedule, we can alter the output of our manufacturing facilities to meet seasonal fluctuations in product demand without hiring or laying-off a large number of temporary or seasonal workers. This flexibility is achieved through an agreement with our factory workers which provides that during peak times they will work six days per week and during slower periods they will work four days per week. As a result, management intends to reduce the amount of overtime wages which a production facility has to pay during periods of peak output. Legal Proceedings There are various pending or threatened claims, lawsuits and tax, labor and administrative proceedings against the Company or its subsidiaries, arising from the ordinary course of business, which seek remedies or damages. The Company classifies the risk of adverse sentences in the legal suits as remote, possible or probable. Provisions for losses have been recognized by the Company in its consolidated financial statements in connection with proceedings where potential losses have been deemed probable as determined by the Companys management and based on legal advice and for which the amount of probable losses is known or can be reasonably estimated. At December 31, 2011 the Company had reflected a provision of US$51 million (US$47 million in 2010) to cover these probable losses. Although no assurance can be given with respect to the ultimate outcome of these matters, the Company believes that any liability that may finally be determined should not have a material effect on its consolidated financial position, results of operations or cash flow.

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MANAGEMENT Directors and Executive Officers Directors Our Board of Directors currently consists of nine members and is responsible for managing our business. Each director is elected for a term of one year or until a successor has been appointed. The business address of each director is the companys address: Controladora Mabe, S.A. de C.V., Paseo de las Palmas 100, Colonia Lomas de Chapultepec, Ciudad de Mexico, Distrito Federal, Postal Code 11000, Mexico. As of the date of this listing prospectus, the members of our Board of Directors and their ages are as follows:

Name Luis Berrondo valos Mark J. Krakowiak Stephen Sedita Francisco Berrondo Lagos Enrique Saiz Fernndez Eduardo Berrondo valos Oscar Martn del Campo Brett L. Begole Ronald M. Griffith

Age 62 47 61 59 65 54 63 46 44

Position Chairman Vice - Chairman Independent Advisor Secretary Member Member Member Member Member

Luis Berrondo valos has been Chairman of the Board of Directors and President and Chief Executive Officer of Mabe since April 2001. He joined Mabe in 1981 and served as Executive and Operations Vice President of Mabe. Mr. Berrondo valos received a degree in Industrial Engineering from the Universidad Iberoamericana and a Masters in Business Administration from the Instituto Panamericano de Alta Direccin de Empresas. Mark J. Krakowiak has been the Vice Chairman of the Board of Directors of Mabe since January 2012. He joined GE in 1983 and has served in key roles in various departments, including: Corporate (Business, CFO and CEO Analyst), Aircraft Engines (Manager, Financial Operations Worldwide), NBC and Plastics (Manager, Finance, GE Plastics Americas). Mr. Krakowiak assumed the role of Chief Risk Officer in 2009. Mr. Krakowiak received a Bachelor's degree in Business Administration from the University of Cincinnati, and a Masters in Business Administration from Bellarmine University. Stephen Sedita has been a Member of the Board of Directors of Mabe since December 2008, and as of January 1 2012, he became an independent advisor to the Board of Directors. Mr. Sedita is also Vice-President of Finance of GE Appliances and previously served as Controller and Manager of Finance of GE Appliances. He received a degree in Finance and Accounting from the University of Bridgeport. Francisco Berrondo Lagos has been the Secretary of the Board of Directors and Financial Advisor to the management of Mabe since November 1981. He received a degree in Economics from the Instituto Tecnolgico Autnomo de Mexico, and a Masters in Economics from the University of Chicago.

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Enrique Saiz Fernndez has been a Member of the Board of Directors since April 1991. He also serves as a general advisor to Mabe and joined the Company in 1984 where he has worked in different capacities. Mr. Saiz Fernndez received a degree in Chemical Engineering from the Universidad Iberoamericana and a degree in Business Administration from the Universidad Nacional Autnoma de Mexico. Eduardo Berrondo valos has been a Member of the Board of Directors of Mabe since April 1991. His background includes extensive experience in banking, finance and manufacturing. Mr. Berrondo valos received a degree in Industrial Engineering from Universidad Iberoamericana in Mexico City and a Masters of Business Administration from Claremont Graduate University. Oscar Martn del Campo has been a Member of the Board of Directors since April 1991. Mr. Martn del Campo received a degree in Business Administration from the Instituto Tecnolgico de Estudios Superiores de Monterrey. Brett L. Begole has been a Member of the Board of Directors since January 2012. He has 22 years of experience in product management, sales, marketing, business development and sourcing at GE. Some of his other positions include General Manager of Business Development for GE Aviation, Vice-President of Sales for GE Energys Reuter Stokes, and Team Leader for GEs Corporate Initiatives Group. Mr. Begole is a graduate of GEs Operations Management Leadership Program and received a Bachelors of Mechanical Engineering from Michigan State University and a Masters in Business Administration from Ohio State University. He has also studied engineering at Rhineland-Westphalian Technical University in Aachen, Germany. Ronald M. Griffith has been a Member of the Board of Directors since October 2003. He is also General Manager of Appliances for Latin America at GEs Consumer and Industrial division. Mr. Griffith has been with GE for 18 years and has worked in the appliance industry for 23 years. He received a degree in business from the University of Louisville and a Masters in Business Administration from Vanderbilt University. The following persons are currently serving as alternate directors of Mabe: Eduardo Saiz Fernndez, Jos Berrondo Mir, Jos Esteve Recolons, ngel Romanos, Rafael Daz Granados and Fidel Castro. Committees of the Board of Directors Executive Committee The Board of Directors has delegated certain operational and financial responsibilities to an Executive Committee, which meets monthly and has four principal members, one of which is appointed from a list of GEs proposed candidates, and their respective alternates. Current members of this committee are Luis Berrondo valos, Francisco Berrondo Lagos, Enrique Saiz Fernndez and Ronald Griffith. Audit Committee The Board of Directors has delegated compliance with our policies and other auditing responsibilities to an Audit Committee, which has quarterly official meetings, but holds working meetings every month and has five principal members, of which one is appointed from a list of GEs proposed candidates. Some members of the Board of Directors are members of this Committee and the Chief

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Financial Officer is a permanent member. An external member presides over the Committee. Current members of this committee are Eduardo Saiz Fernndez, Francisco Berrondo Lagos, Stephen Sedita, Fidel Castro and Enrique Saiz Fernndez. Risk Committee The Board of Directors has delegated risk management to the Risk Committee, which has monthly official meetings, and has three principal members. Our President and Chief Executive Officer presides over this Committee, three members of the Board of Directors with broad experience in risk management techniques, the Chief Financial Officer and the Corporate Treasurer are also permanent members. Current members of this committee are Luis Berrondo valos, Eduardo Saiz Fernndez, Francisco Berrondo Lagos, Javier Burkle Elizondo and Rodolfo Muller Patio. Executive Officers As of the date of this listing prospectus, our principal executive officers, the positions they hold with Mabe and their years with Mabe are as follows:
Name Luis Berrondo valos Javier Burkle Elizondo Urbano Prez Vzquez Luis Enrique Guilln Smer Jorge Bages Marco del Bosque Garca Pablo Francis Gmez Agustin Soto Albarrn Federico Montane Samano Rodolfo Muller Patio Francisco Quintana Rivera Mauricio Gil Rocha Title President and Chief Executive Officer VP of FinanceChief Financial Officer VP of Operations VP of Operations for South America VP of Operations for Andean Region VP of Operations for Mexico Human Resources Director Corporate Product Engineering Director Corporate Marketing Director Corporate Treasurer and Financial Planner Corporate Controller Corporate Tax and Auditing Director Years with Mabe

31 4 35 21 16 17 1 21 3 24 3 8

Javier Burkle Elizondo is our Vice President of FinanceChief Financial Officer, a position he has held since 2008. Before joining Mabe, he served as Chief Financial Officer of the Bottling Group of Cadbury Schweppes and as Chief Financial Officer of Grupo Lala. Mr. Burkle Elizondo received a degree in Industrial and Systems Engineering from the Instituto Teconolgico y de Estudios Superiores de Monterrey and a Masters in Business Administration from the same institution in addition to several diplomas from Harvard and Northwestern universities. Urbano Prez Vzquez is our Vice President of Operations for Mexico and Central America. He joined Mabe in 1972 and has served as an officer for the past 10 years. Mr. Perz Vzquez has also served as Manager of the Comasa Plant, Director of Compressor Operations, Leiser Program Manager and Manager of the Leiser Facility. He received a degree in Electrical and Mechanical Engineering from the Universidad Anahuac and a Masters in Business Administration from the Instituto Panamericano de Alta Direccin de Empresas. Luis Enrique Guilln Smer is our Vice President of Operations for South America. He joined Mabe in 1991 and served as Gas Ranges Manager of Mabe from 1991 to 1997. Mr. Guilln Smer received a degree in Industrial Relations from the Instituto Tecnolgico de San Luis Potos and a postgraduate degree in Collective Bargaining from the Universidad de Guanajuato.

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Jorge Bages is our Vice President of Operations for the Andean Region and General Manager of our operations in Colombia. He joined Mabe in 1996. Mr. Bages previously served as General Manager and Chief Operations Officer at Induacero (producer of Centrales white line products). He received a degree in Mechanical Engineering from Universidad de Amrica in Colombia. Marco del Bosque Garca is our Vice President for Mexico. He joined Mabe in 1995 and has been in charge of different commercial areas in different countries where we have operations. Mr. Del Bosque Garca received a degree in Industrial Engineering and a Masters in Business Administration from Instituto Tecnolgico y de Estudios Superiores de Monterrey. Pablo Francis Gmez is our Human Resources Director. He joined Mabe in March 2011. He has a Degree in Business Administration from the Universidad del Valle de Mxico and completed a postgraduate exchange program at Thunderbird University. Mr. Francis also has a post-graduate degree from the D1 program at the Instituto Panamericano de Alta Direccin de Empresa and has more than 25 years serving as Human Resources Director, first at Kellog de Mxico and now at Mabe. Agustin Soto Albarrn is our Corporate Product Engineering Director. Mr. Soto has served as Mabes Quality Manager in our Leiser and Quantum facilities. He has a degree in Mechanical Engineering from the Universidad Panamericana and a Masters Degree in Business Administration from Instituto Panamericano de Alta Direccin de Empresa. Federico Montan Smano is our Corporate Marketing Director. Mr. Montan joined Mabe three years ago and has also served as Mabes Brand Manager. He has a degree in Industrial and Systems Engineering from the Instituto Teconolgico y de Estudios Superiores de Monterrey. Rodolfo Muller Patio is our Corporate Treasurer and Financial Planner. He joined Mabe in 1988 and has served as FP&A Manager for the Washers division of Mabe. Mr. Muller received a degree in public accounting from the Universidad Autnoma del Noreste and a Masters in Business Administration from the Instituto Tecnolgico y de Estudios Superiores de Monterrey. Francisco Quintana Rivera is our Corporate Controller. He joined Mabe in 2009 and served as our Internal Audit General Manager before becoming Corporate Controller. Mr. Quintana received a degree in Public Accounting from the Universidad Nacional Autonoma de Mexico and a Masters in Finance from the Universidad Panamericana. Mauricio Gil Rocha is our Corporate Tax and Auditing Director. He joined Mabe in 2004, before which he was Tax Corporate Manager at SANLUIS Corporacin, S.A. de C.V., a Mexican auto parts company. Mr. Gil Rocha received a Public Accounting degree from Universidad Anhuac and a Masters in Business from Instituto Panamericano para la Alta Direccin de Empresas. Board of Directors As a Mexican company, we are managed by a Board of Directors that sets policies and reports to our shareholders annually in respect of our results. The Joint Venture Agreement and our by-laws require that certain significant decisions be approved by a majority of our directors as well as at least one director appointed by the Series B shareholders. Currently, the group of Mexican shareholders holds all of our Series A shares and GE is our only Series B shareholder and effectively any decision by directors will also require the vote of at least one director appointed by the group of Mexican shareholders. See Principal Shareholders and Related Party Transactions.

A-77

Statutory Auditor Our by-laws require that a statutory auditor be elected at a General Ordinary Shareholders Meeting for a term of one year or until replaced at a General Ordinary Shareholders Meeting. The duties of the statutory auditor include, among other things, the examination of the operations, books, records and any other documents of the Company and the presentation at the General Ordinary Shareholders Meeting of a report of such examination.

A-78

PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Principal Shareholders As of March 31, 2012, we had 213,370,148 Series A shares of common stock and 199,764,852 Series B shares of common stock outstanding. In addition, we had 16,000,000 non-voting Sub-Series LP shares of common stock outstanding. Our capital is fully paid up. The table below sets forth information concerning the percentage of our voting capital stock owned by any person known to us to be the owner of 5% or more of any class of our voting securities. Except in the case of the Sub-Series LP shares, our shareholders do not have different or preferential voting rights with respect to the shares they own.
Owner Group of Mexican Shareholders (GMS)(1) GE and GE subsidiaries (2) Total Outstanding Shares
(1)

Series A Shares
213,370,148

Series B Shares
199,764,852 199,764,852

Sub-Series LP Shares
8,000,000 8,000,000 16,000,000

Aggregate Shares
221,370,148 207,764,852 429,135,000

Percentage of Voting Shares

51.59% 48.41% 100.00%

213,370,148

Members of the Saiz and Berrondo families and certain other individuals (the Principal Shareholders), as a group, own 51.59% of our outstanding common stock. These individuals are party to a shareholders agreement that, among other things, contains restrictions on transfer of shares and provides for the vote of the shares of Controladora Mabe held by the Principal Shareholders as a block. The shareholders agreement also provides that the vote of the shares subject to that agreement be determined by majority vote and, in certain cases, super majority vote. GE Mexico, S.A. de C.V. holds 185,659,200 Series B shares, General Electric International (Benelux) B.V. holds 11,619,552 Series B shares and General Electric Company, holds 2,486,100 Series B shares.

(2)

Related Party Transactions We have engaged, and in the future may engage, in transactions with our shareholders and companies affiliated with our shareholders. In particular, we have and intend to continue to engage in significant transactions with GE. See BusinessThe General Electric Joint Venture. We believe that the transactions in which we have engaged with GE and its affiliates have been made on terms that are no less favorable to us than those that could be obtained from unrelated third parties.

A-79

INDEPENDENT ACCOUNTANTS Our financial statements for the past three years have been audited by PricewaterhouseCoopers, S.C., independent accountants, including the Audited Financial Statements included in this listing prospectus. The address of PricewaterhouseCoopers, S.C. is Mariano Escobedo 573, Colonia Rincn del Bosque, Mxico, Distrito Federal, 11580.

A-80

INDEX TO FINANCIAL STATEMENTS

Controladora Mabe, S.A. de C.V. and its Subsidiaries

Audited Consolidated Financial Statements

Independent Auditors Report...................................................................................................... F-2 Consolidated balance sheets at December 31, 2011 and 2010 .................................................... F-4 Consolidated income statements for the years ended December 31, 2011, 2010 and 2009 ........ F-5 Consolidated statements of changes in stockholders equity for the years ended December 31, 2011, 2010 and 2009 ...................................................................................... F-6 Consolidated statements of cash flows for the years ended December 31, 2011, 2010 and 2009F-7 Notes to the consolidated financial statements ............................................................................ F-8

Interim Unaudited Financial Statements

Condensed consolidated balance sheets at March 31, 2012 and December 31, 2011....................................................................................................... F-56 Condensed consolidated income statements for the three months ended March 31, 2012 and 2011 ............................................................................. F-57 Condensed consolidated statements of changes in stockholders equity for the three months ended March 31, 2012 and 2011 ............................................. F-58 Condensed consolidated statements of cash flows for the three months ended March 31, 2012 and 2011 ............................................................................. F-59 Notes to the condensed consolidated financial statements ........................................................ F-60

F-1

Independent Auditors Report

Mexico City, April 23, 2012 To the Stockholders of Controladora Mabe, S.A. de C.V. and subsidiaries 1. We have examined the consolidated balance sheets of Controladora Mabe, S.A. de C.V. and subsidiaries (the Company) at December 31, 2011 and 2010, and the related consolidated income statements, consolidated statements of changes in stockholders equity and of cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audits.

2. We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit in order to obtain reasonable assurance about whether the financial statements are free of material misstatement and that they were prepared in accordance with Mexican Financial Reporting Standards (MFRS). An audit consists of examining, on a test basis, evidence supporting the figures and disclosures of the financial statements; it also includes the assessment of the financial reporting standards used, significant estimates made by Management, and the presentation of the overall financial statements. We consider that our audits provide a reasonable basis for our opinion. 3. As mentioned in Note 4u. to the financial statements, in the period ended December 31, 2010, the Company changed the reporting currency used in preparing its financial statements from the Mexican peso (used through December 31, 2009) to the US dollar (used from January 1, 2010 onwards). The reason for the change is that information presented in US dollars is more useful to financial statement users in decision-making, and the currency most representative of the environment in which the entity operates is the US dollar.

F-2

4. The Company has signed manufacturing contracts with GE Appliance Products (GEA) for the manufacturing of two refrigerator models at its Celaya plant and for the manufacture and supply of parts and spares. At the date of issuance of these financial statements, Company Management and GEA are in the process of reviewing those contracts and evaluating the effects of possible changes to the agreed terms. 5. As mentioned in Note 2 to the financial statements, on December 21, 2010, the Company acquired Mabe Brasil Electrodomsticos, Ltda. (a related party previously known as Mabe Hortolndia Electrodomsticos, Ltda.), and from that date the Company prepares consolidated financial statements that include Mabe Brasil Electrodomsticos, Ltda. 6. As explained in Note 1 to the financial statements, as of January 1, 2011 the Company prospectively adopted the following MFRS and their Interpretations: a) MFRS C-4, Inventory; b) MFRS C-5, Prepaid expenses; c) MFRS C-6, Property, plant and equipment; d) MFRS C-18, Obligations associated to the disposal of property, plant and equipment; e) MFRS Interpretation 19, Change arising from the adoption of the International Financial Reporting Standards and f) Improvements to MFRS 2011, with the effects described in such Note. 7. In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of Controladora Mabe, S. A. de C. V. and subsidiaries as of December 31, 2011 and 2010, and the consolidated income statements, changes in its stockholders equity and of cash flows for the three years in the period ended December 31, 2011, in accordance with MFRS.

8. As described in Note 3 to the financial statements, Mabe is currently developing a transition plan to adapt its systems and procedures to International Financial reporting Standards (IFRS). MFRS vary in certain significant respects from IFRS; therefore, the adoption of IFRS may have a significant effect on the Companys financial position and results of operations. Note 3 to the financial statements sets forth the estimated effects in the initial consolidated balance sheet under IFRS, considering January 1, 2010 as the expected transition date at which IFRS would replace MFRS as the accounting framework of the Company. This footnote was prepared based on the provisions established in MFRS Interpretation 19, Change arising from the adoption of International Financial Reporting Standards.

PricewaterhouseCoopers, S. C.

/s/Luis Antonio Martnez Gmez

F-3

Controladora Mabe, S. A. de C. V. and subsidiaries

Consolidated Balance Sheets (Notes 1, 2 and 4) At December 31, 2011 and 2010
Thousands of US dollars

At December 31, 2011 Assets Current assets: Cash and cash equivalents Accounts receivable: Clients, net of allowance for doubftul accounts of $93,646 in 2011 and $54,970 in 2010 General Electric Company (Shareholder) (Note 6) Sundry receivables Tax receivables Inventories - Net (Note 7) Prepaid expenses Total current assets Property, machinery and equipment - Net (Note 8) Deferred income tax (Note 17) Investment in securities (Note 9) Goodwill (Note 10) Other assets - Net (Note 11) Derivative financial instruments (Note 5) Total assets Liabilities and Stockholders Equity Short-term liabilities: Current portion of long-term debt (Note 12) Notes and accounts payable to suppliers Factoring (Note 13) Other accounts payable and accrued expenses Taxes payable Derivative financial instruments (Note 5) Total short-term liabilities Long-term liabilities: Long-term debt (Note 12) Deferred income tax (Note 17) Employee benefits (Note 14) Warranties and other long-term liabilities Derivative financial instruments (Note 5) Total liabilities Stockholders equity (Note 15): Capital stock Inflation adjustment to capital stock Additonal paid-in capital Retained earnings Consolidated effect of deferred income tax Cumulative translation effects of foreign entities Valuation of derivative financial instruments Controlling interest Non-controlling interest Total stockholders equity Commitments and contingencies (Note 20) Subsequent event (Note 22) Total liabilities and stockholders equity $ 21,429 412,618 392,165 311,113 23,786 2,013 1,163,124 678,571 93,583 64,930 49,333 17,927 2,067,468 47,497 330,916 37,917 48,966 (30,475) (31,344) (1,457) 402,020 (79,384) 322,636 $ 2,390,104 $ 195,237 362,593 296,999 327,221 20,219 18,242 1,220,511 603,470 110,858 90,188 35,530 2,060,557 47,497 330,916 37,917 122,136 (30,475) (6,543) 1,394 502,842 (12,337) 490,505 $ 2,551,062 $ 79,675 402,451 31,685 32,575 41,219 407,803 25,820 1,021,228 633,650 101,224 10,000 250,399 371,308 2,295 $ 2,390,104 $ 112,590 464,864 10,755 26,163 80,233 477,188 12,339 1,184,132 772,669 118,497 10,000 250,399 215,365 $ 2,551,062 2010

The accompanying twenty four notes are an integral part of these financial statements, which were authorized for issuance on April 23, 2012.

F-4

Controladora Mabe, S. A. de C. V. and subsidiaries

Consolidated Income Statements (Notes 1, 2 and 4) For the years ended December 31, 2011, 2010 and 2009
Thousands of US dollars

For the year ended December 31, 2011 Net sales: Domestic Export Variable costs: Production costs Selling and administration expenses $ 2,726,257 934,125 3,660,382 2,719,163 360,855 3,080,018 Contribution margin Fixed expenses: Production costs Selling and administration expenses 580,364 162,160 369,506 531,666 Operating income Other expenses - Net (Note 19) Comprehensive financing cost - Net (Note 18) (Loss) income before income tax benefit (expense) and participation in the results of joint venture Income tax benefit (expense) (Note 17) Participation in the results of joint venture Consolidated net loss Distribution of consolidated net income (loss): (Loss) income from controlling interest Loss from non-controlling interest Consolidated net loss for year ($ ($ 73,170) (67,047) 140,217) ($ $ 16,834 (63,364) 46,530) ($ 4,971 (8,800) 3,829) ($ 48,698 71,736 (118,584) (141,622) 2,330 (925) 140,217) ($ 2010 $ 2,245,926 962,629 3,208,555 2,355,555 316,977 2,672,532 536,023 143,108 298,070 441,178 94,845 65,723 (127,054) (97,932) 53,064 (1,662) 46,530) ___ ($ 2009 $ 2,175,264 952,688 3,127,952 2,275,288 277,451 2,552,739 575,213 133,195 277,011 410,206 165,007 20,605 (125,354) 19,048 (22,877) -_ _ 3,829)

The accompanying twenty four notes are an integral part of these financial statements, which were authorized for issuance on April 23, 2012.

F-5

Controladora Mabe, S. A. de C. V. and subsidiaries

Consolidated Statements of Changes in Stockholders Equity (Notes 1, 2 and 4) For the years ended December 31, 2011, 2010 and 2009
Thousands of US dollars

Capital stock Inflation Historical adjustment Balances at January 1, 2009 Dividends paid (Note 15) Comprehensive loss for the year (Notes 4n. and 16) Balances at Decembrer 31, 2009 Dividends paid (Note 15) Comprehensive income for the year (Notes 4n. and 16) Balances at December 31, 2010 Comprehensive loss for the year (Notes 4n. and 16) Balances at December 31, 2011 $ 47,497 $ 330,916 -

Additional paid-in capital $ 37,917 -

Retained earnings $ 124,331 (3,000)

Consolidated effect of deferred income tax -

Cumulative translation effects of foreign entities $ 121,753 -

Valuation of derivative financial instruments ($ 8,940) -

Controlling interest $ 634,928 (3,000)

Non-controlling interest ($ 1,258) -

Total $ 652,216 (3,000)

47,497 -

330,916 -

37,917 -

4,971 126,302 (21,000)

($37,183) (37,183) -

(96,300) 25,453 -

(1,043) (9,983) -

(129,555) 520,919 (21,000)

(8,800) (10,058) -

(138,355) 510,861 (21,000)

47,497

330,916

37,917

16,834 122,136

6,708 (30,475)

(31,996) (6,543)

11,377 1,394

2,923 502,842

(2,279) (12,337)

644 490,505

$ 47,497

$ 330,916

$ 37,917

(73,170) $ 48,966

($30,475)

(24,801) ($31,344)

(2,851) ($ 1,457)

(100,822) $ 402,020

(67,047) ($ 79,384)

(167,869) $ 322,636

The accompanying twenty four notes are an integral part of these financial statements, which were authorized for issuance on April 23, 2012.

F-6

Controladora Mabe, S. A. de C. V. and subsidiaries

Consolidated Statements of Cash Flows (Notes 1, 2 and 4) For the years ended December 31, 2011, 2010 and 2009
Thousands of US dollars

For the year ended December 31, Operating activities (Loss) income before income tax benefit (expense) and participation in the results of joint venture Items related to investing activities: Depreciation and amortization (Loss) gain on property, machinery and equipment Interest income Net foreign exchange loss Items related to financing activities: Interest expense 2011 ($141,622) 162,159 (897) (20,582) 7,099 6,157 131,368 137,525 (Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payable and accrued expenses Income tax Employee benefits Net cash flows from operating activities Investing activities Disposal (acquisition) of property, machinery and equipment 27,065 Acquisition of business, net of cash (Acquisition) disposal of other assets (160,044) Net cash flows used in investing activities Financing activities Loans obtained Loan payments Dividends paid Interest paid Net cash flows used in financing activities Adjustments to cash flow from variations in foreign exchange rates and in inflation levels Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 150,000 (248,707) (130,221) (228,928) (28,163) (32,915) 112,590 $ 79,675 668,313 (669,941) (21,000) (112,525) (135,153) 136,121 (44,263) 156,853 $ 112,590 196,180 (494,631) (3,000) (94,242) (395,693) (142,055) (48,231) 205,084 $ 156,853 (132,979) (107,267) (8,236) (59,650) (175,153) (41,103) -__ (41,103) (20,930) 115,597 69,384 (13,482) 145,191 (54,076) 1,235 (23,289) 357,155 2010 ($ 97,932) 143,108 1,100 (15,780) 28,118 58,614 113,387 172,001 (3,537) 164,585 (24,229) (5,540) (12,955) (113,095) (51,199) 3,891 129,922 2009 $ 19,048 133,195 4,314 (8,062) 37,817 186,312 95,138 281,450 7,993 3,690 125,034 430 65,272 7,599 30,211 8,941 530,620

The accompanying twenty four notes are an integral part of these financial statements, which were authorized for issuance on April 23, 2012.

F-7

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
(Amounts expressed in thousands of US dollars, see Note 4) Note 1 - Company history, operations and basis of preparation: Controladora Mabe, S.A. de C.V. and subsidiaries (the Company or Mabe) are engaged mainly in the manufacturing of ranges, refrigerators, dryers and washing machines, and distribution of built-in ovens and hoods, water coolers, dryers, dishwashers, microwave ovens and related parts and components in domestic and foreign markets. Since 1987, the Company has operated as an economic joint venture with General Electric Company (GE), which holds a 48.41% equity interest in the Company. Pursuant to the joint venture agreement, GE is also the main customer of the Company, based on aggregate product sales, licenses to the Company trademarks and patents for products offered and provides Mabe access to relevant technology used in the manufacturing of different products. Mexican Financial Reporting Standards (MFRS): These consolidated financial statements at December 31, 2011 and 2010 and for the three years then ended fully meet the requirements of MFRS to show a fair presentation of the Companys financial position. MFRS provides that International Financial Reporting Standards (IFRS), the International Accounting Standards (IAC) and IFRS Interpretations Committee (IFRIC) interpretations are supplemental to MFRS and should be applied in the absence of an applicable MFRS requirement. These consolidated financial statements are presented in US dollars, which is Mabes reporting currency, denoted by the symbol $. Presentation of costs, expenses and additional line items in the statement of income: The Company presents costs and expenses in the consolidated income statements under the classification criterion based on the function of the items, which has as its main characteristic the separation of the cost of sales from the other costs and expenses. Additionally, for better analysis of its financial position, the Company has deemed it necessary to separately present the amount of operating income in the income statements since such information is a common disclosure practice of the sector to which the company belongs. Effects of inflation on financial information: According to the provisions of MFRS B-10, Inflation effects (MFRS B-10), the Mexican economy is not in an inflationary environment, since there has been a cumulative inflation below 26% (threshold for defining if an economy should be considered as inflationary) in the most recent three year period (with the exception of Venezuela and Argentina). Therefore, as of January 1, 2008, the recognition of the effects of inflation in the financial information is required to be discontinued (disconnection from inflationary accounting). Consequently, the figures in these financial statements are stated in historical Mexican pesos modified by the cumulative inflation effects on the financial information recognized up to December 31, 2007.

F-8

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
The inflation rates are as follows:

December 31, 2011 2010 3.82% 12.20% 4.40% 15.19%

Inflation for the year Cumulative inflation in the last three years

Prospective application of MFRS due to accounting changes and MFRS effective as of January 1, 2011: Beginning on January 1, 2011, the following MFRS have been prospectively adopted by the Company, effective as of January 1, 2011. MFRS C-4, Inventory replaces Bulletin C-4, Inventory and establishes the inventory valuation, presentation and disclosure rules. The main changes are, the invalidation of the cost allocation method of last in first out, leaving the following methods available: identified costs, average cost and first in first out; as well as the invalidation of direct cost as a valuation system. This standard leaves Bulletin C-4, Inventory effective up to December 31, 2010. MFRS C-5, Prepaid expenses establishes the presentation and disclosure rules for prepaid expenses which require, among other things, the separate presentation from current and non-current assets of the amounts disbursed under this concept. A main characteristic of a prepayment is that future economic benefits are expected to flow to the company and the benefits and risks have not been transferred to the company. MFRS C-6, Property, plant and equipment establishes the valuation, presentation and disclosure rules for property, plant and equipment for assets used to develop or maintain biological assets and assets used in extractive industries as well as the categorization of property, plant and equipment for depreciation effects, which will become effective as of January 1, 2012. This standard leaves Bulletin C-6, Property, plant and equipment effective up to December 31, 2010. MFRS C-18, Obligations associated with the disposal of property, plant and equipment establishes the particular rules for initial and subsequent recognition of provisions related to obligations associated with the disposal of property, plant and equipment components. MFRS Interpretation 19, Changes arising from the adoption of International Financial Reporting Standards requires the disclosure of the companys reasons for adopting IFRS, the expected date of adoption and the estimated amount of any significant effect the adoption would have on the companys financial statements. 2011 Amendments to MFRS MFRS B-1, Accounting changes and correction of errors establishes the rules for the presentation, in the balance sheet and statement of changes in stockholders equity, of the effects of adjustments recognized retrospectively. MFRS B-2, "Cash flow statement" allows the optional presentation of the line item excess cash to be applied to (obtained from) financing activities. Bulletin C-3, "Accounts Receivable" establishes the rules for the recognition of interest derived from bad debt accounts receivable.

F-9

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Bulletin C-10, Derivative Financial Instruments and Hedging Transactions specifies the following amendments: (a) For the purpose of measuring hedge effectiveness, the separation of some components is permitted for options (intrinsic and extrinsic value) and FX forwards (interest element and spot element), because those components can be generally measured separately; (b) If a forecasted transaction is between related parties, the hedging relationship is permissible only if the parties functional currency is different; (c) When the hedging item is the portion of a financial asset or liability portfolio, the effect of the hedged risk attributable to movements in interest rates of the hedged portion must be presented in a separate line as complementary account of the hedging item; (d) Contribution or margin accounts associated with derivative financial instruments must be accounted for separately as an asset or liability, and financial guaranties and deposits received that will not become the entitys property must be reflected at fair value and will not be controlled by the entity; and (e) A portion of the hedging instrument, such as a percentage of its notional amount, may be designated as a hedging instrument, but a hedging relationship may not be designated for only a portion of the time period during which the hedging instrument remains outstanding. MFRS C-13, "Related parties" expands the definition of close relative to be considered as a related party to the company. Bulletin D-5, "Leasing" establishes, among other things: (a) an extension and clarification of certain concepts to consider in the determination of the discount rate to be used by the lessor and lessee in a finance lease; (b) additional disclosures with respect to finance leases for the lessor and lessee; and (c) criteria for the determination of a gain or loss from a sale leaseback. Company Management considered that the adoption of the foregoing MFRS will not have a significant impact in the financial statements of the Company. Authorization of the financial statements: These consolidated financial statements and notes were authorized for issuance on April 23, 2012 by Mr. Javier Burkle Elizondo (Vice-President of Finance - Chief Financial Officer) and Mr. Francisco Quintana (Corporate Controller), both of whom hold the legal power to authorize these financial statements and notes. Note 2 - Group re-organization: Mxico In an Extraordinary General Stockholders meeting held on November 3, 2010, the stockholders of the Company approved: a. The merger of the following companies: Mabe Andina, Mabesa, Mara Holding, Mara Cooling and Mara Solutions (all S. de R.L. de C.V.) (Maras companies), and Centro de Diseo y Fabricacin de Herramentales de Mabe and General de Comercio San Miguel (both S.A. de C.V.) into Controladora Mabe, S.A. de C.V. effective on November 30, 2010. The Maras companies were acquired during 2010. In view of the fact that the merged companies were subsidiaries of the merging company, the merger gave rise to no capital increase.

b. The excecution of a private purchase agreement with the following features: On December 23, 2010, Controladora Mabe, S.A. de C.V. (the seller) sold Mabe, S.A. de C.V. (the purchaser) the shares of the following companies: a) Industrias Confad, S. de R.L. de C.V., b) MCM Amricas, S. de R.L. de C.V., and c) Mabe Mxico, S. de R.L. de C.V.

F-10

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
These mergers were accounted for as a reorganization of companies under common control, therefore the net assets merged were accounted for by Mabe at their historical values according to the merged companies financial statements. Brazil a. During the September 17, 2010 stockholders meeting of Mabe Hortolndia Electrodomsticos, Ltda. the stockholders approved a capital reduction of $16.4 million Brazilian Reales through the transfer of property, machinery and equipment to Mabe Participaes e Empreendimentos, Ltda. The capital reduction was conducted by amending a contract signed on December 21, 2010. b. On December 21, 2010, a Mabe Brasil Electrodomsticos, Ltda. reorganization-terms contract was signed, establishing the necessary agreements to achieve greater synergies among the companies operating in Brazil. b.i. As part of those agreements, Controladora Mabe, S.A. de C.V. acquired from Exinmex, S.A. de C.V. 58.63% of the shares of Mabe Hortolndia Electrodomsticos, Ltda. On December 21, 2010, Mabe Hortolndia Electrodomsticos, Ltda.s name was changed to Mabe Brasil Electrodomsticos, Ltda. b.ii During an extraordinary stockholders meeting held on December 31, 2010, the stockholders of Mabe Brasil Electrodomsticos, Ltda. agreed to a capital increase of $223.9 million Brazilian Reales through the incorporation of the equity of Mabe Itu Electrodomsticos, S.A., amounting to $8 million Brazilian Reales and with the incorporation of the spun-off net assets from Mabe Campinas Electrodomsticos, S.A. amounting to $102 thousand Brazilian Reales as well as the capital stock amounting to $223.9 million Brazilian Reales and $1 Brazilian Reales, respectively. The figures considered when valuing the Mabe Itu Electrodomsticos, S.A. capital and the spunoff net assets from Mabe Campinas Electrodomstics, S.A. correspond to initial balances shown in the blance sheet as of December 1, 2010. The capital stock and spun-off net assets were reflected in the financial statements at December 31, 2010. MFRS requires the inclusion of the following information as if the acquisition of Mabe Brasil Electrodomesticos, Ltda. (formerly Mabe Hortolndia Electrodomsticos, Ltda.) had occurred on January 1, 2010. Set forth below are differences in the consolidated income statement and the consolidated statements of cash flows: Acquisition from begining of the year Consolidated Income Statement Net sales Contribution margin Operating income Consolidated net loss for the year $3,571,489 $ 603,529 $82,623 ($46,530) $3,208,555 $536,023 $94,845 ($46,530) $362,934 $67,506 ($12,222) From acquisition date

Differences

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Consolidated Statement of Cash Flows Acquisition from begining of the year Loss income before income tax Net cash flows from operating activities Net cash flows investing activities Net cash flows financing activities Cash and cash equivalents at end of year ($103,253) $135,299 ($185,278) ($135,153) $112,590 From acquisition date ($97,932) $129,922 ($175,153) ($135,153) $112,590 Differences ($5,321) $2,376 ($10,125) $ $ -

No changes are reflected in the consolidated balance sheet and consolidated statement of changes in stockholders equity because they were prepared after the acquisition. Note 3 - Conversion process and adoption of IFRS: The adoption of IFRS may have effects on the financial position and results of operations of Mabe since the Company is currently finalizing the conversion of its financial statements pursuant to IFRS. Based on the result of the transition plan to date, Mabe has prepared estimated consolidated balance sheets at December 31, 2011 considering January 1, 2011 as the expected transition date at which IFRS would replace MFRS as the accounting framework for Mabe. To prepare these estimated consolidated opening balance sheets, Mabe followed the requirements contained in MFRS 19, Changes arising from the adoption of International Financial Reporting Standards and applied the requirements of IFRS 1, Firsttime Adoption of International Financial Reporting Standards (IFRS 1), at the transition date, as follows: a) An entity will develop accounting policies based on standards and related interpretations effective at the reporting date of its first annual IFRS financial statements (i.e., December 31, 2012), and b) Such policies should be applied at the date of transition to IFRS (i.e., January 1, 2011) and throughout all periods presented in the first IFRS financial statements. The International Accounting Standards Board (IASB) standards and IFRIC interpretations used to prepare these estimated consolidated opening balance sheets were issued and effective at December 31, 2011. The IASB standards and IFRIC interpretations that will be applicable at the date of the reporting of the first set of financial statement under IFRS for Mabe (i.e., December 31, 2012), including those that will be applicable on an optional basis, may differ from those applied in preparing these estimated consolidated opening balance sheets under IFRS. In order to determine the estimated consolidated opening balance sheets under IFRS, Mabe adjusted amounts previously reported in its financial statements prepared under MFRS, considering the following optional exceptions permitted by IFRS 1:

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
OPTIONAL EXCEPTIONS UNDER IFRS 1 Exemption for determining the cumulative translation differences IFRS 1 allows cancellation of all cumulative losses and gains in the translation of the financial statements of subsidiaries located abroad and of investments accounted for by the equity method generated under MFRS. This exception makes it possible not to calculate the cumulative translation difference under IAS 21, The effects of changes in foreign exchange rates from the date on which the subsidiary or the investment accounted for by the equity method was established or acquired. Mabe has opted to recognize the translation effect in stockholders equity in retained earnings at the transition date. Exemption for fair value as deemed cost IFRS 1 allows measurement of a component of property, plant and equipment at fair value at the transition date to IFRS and use that fair value as the deemed cost, or use the restated book value determined under MFRS if that restated book value is comparable to: a) fair value; or b) cost or depreciated cost in accordance with IFRS, adjusted to recognize changes in an inflation index. It must be determined, by country, in which periods the respective economies qualified as hyperinflationary under IAS 29, Financial Reporting in Hyper-Inflationary Economies (where the threeyear inflation rate approaches or exceeds 100%). In accordance with IAS 16, Property, plant and equipment (IAS 16), subsequent measurement is made at either: cost less accumulated depreciation, less any impairment losses; or 2) fair value. The measurement must be applied consistently to each class of fixed asset. Mabe has preliminarily elected to use appraisal values for its most significant assets (property, machinery and equipment) and to allow minor assets to remain at book value under MFRS (computer equipment, office furniture and equipment, etc.) for initial recognition. For subsequent measurement, Mabe has opted to carry all property, machinery and equipment at cost less accumulated depreciation and accumulated impairment losses in accordance with IAS 16. Exemption for employee benefits In relation to defined benefit plans, IFRS 1 allows recognition of all unamortized accumulated actuarial gains and losses at the transition date to IFRS in retained earnings. If that option is not elected, IAS 19, Employee benefits (IAS 19) must be applied retroactively. If this option is elected, it must be applied to all plans. According to IAS 19, subsequent measurements are made under one of the following options: 1) corridor approach; 2) immediate recognition in Other Comprehensive Income (OCI) in stockholders equity; 3) immediate recognition in the income statement; and 4) early adoption of the amendments to IAS 19 issued in June 2011. The most significant change in the amendments to IAS 19 is that actuarial gains and losses (remeasurements) will be recognized immediately in OCI and will no longer be deferred using the corridor approach or recognized in income. Mabe has opted to recognize unamortized accumulated actuarial gains and losses at the transition date to IFRS in retained earnings. For subsequent measurement, Mabe has preliminarily opted to adopt the amendments to IAS 19 issued in June 2011.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Exemption for investments in subsidiaries, jointly controlled entities and associates When an entity opts for the cost method rather than fair value for recognition of its investments in subsidiaries, joint venture and associates in its separate financial statements, IFRS 1 allows valuation of those investments by any of the following methods at the transition date: a) costs as per IAS 27, Consolidated and separate financial statements (IAS 27); or b) deemed cost. Deemed cost of these investments may be either i) fair value at the transition date in the separate financial statements of the entity; or ii) book value at that date used under MFRS. At the transition date, Mabe has opted to recognize investments in affiliates in its separate financial statements at the book value used under MFRS. Exemption for assets and liabilities of subsidiaries, associates and joint venture IFRS 1 makes it possible for the consolidated financial statements of a holding company adopting IFRS for the first time after the date on which they have been adopted by a subsidiary, to quantify the assets and liabilities of the subsidiary (or associate or joint venture) at the transition date, at the same book values of those items in the financial statements under IFRS of that subsidiary (or associate or joint venture), after consolidation and equity method adjustments and the effects of business combinations in cases where the holding company acquired the subsidiary. In cases in which IFRS are not allowed for certain foreign subsidiaries at the transition date, Mabe has opted for subsidiaries subsequently adopting IFRS to use the balances included in Mabes consolidated financial statements. This had no effect in the consolidated balance sheet at the transition date. Exemption for business combinations IFRS 1 allows prospective application of IFRS 3, Business combinations (IFRS 3) as at transition date or a specific date prior to the transition date. Any entity deciding to reestablish its acquisitions at a specific date prior to the transition date must include all acquisitions made during that period. This option makes it possible to avoid retroactive application involving the reestablishment of all business combinations occurred prior to the transition date. Mabe has opted not to reformulate business combinations recognized prior to the transition date, and therefore to prospectively apply IFRS 3. IFRS mandatory exceptions Set out below are the applicable mandatory exceptions in IFRS 1. a. Hedge accountingHedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria under IFRS, at that date. All of the Companys hedge contracts satisfy the hedge accounting criteria as of January 1, 2011 and, consequently, these transactions are reflected as hedges in the Companys balance sheet. b. EstimatesIFRS estimates at January 1, 2011 are consistent with the estimates at the same date made in conformity with MFRS.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Additionally, the Company applied prospectively the following mandatory exceptions starting January 1, 2011: derecognition of financial assets and liabilities and non-controlling interest, with no significant effect, since the requirements under MFRS are the same. Set forth below is the estimated consolidated opening balance sheet of Mabe at January 1, 2011:
Balance sheet
Cash and cash equivalents Accounts receivable -Net Other accounts receivable and prepaid expenses Inventories - Net Property, machinery and equipment - Net Deferred income tax Investments in securities Goodwill and other assets - Net Total assets Current portion of long-term debt Other short-term accounts payable Long-term debt Employee benefits Deferred income tax Other long-term liabilities Total liabilities Total stockholders equity Total liabilities and stockholders equity

Notes
$

Balances MFRS
112,590 464,864 129,490 477,188 772,669 118,497 10,000 465,764 2,551,062 195,237 1,025,274 603,470 90,188 110,858 35,530 2,060,557 490,505 2,551,062

Adjustments (1)
$

Balances IFRS
112,590 464,864 129,490 477,188 1,169,790 118,497 10,000 465,764 2,948,183 195,237 1,025,274 603,470 133,971 221,565 35,530 2,215,047 733,136 2,948,183

(a) (b)

397,121

$ $

397,121

$ $

(c) (b)

43,783 110,707 154,490 242,631 397,121

(d), (e) $

Set forth below is the estimated consolidated opening balance sheet of Mabe at December 31, 2011:
Balances MFRS
$ 79,675 402,451 133,594 407,803 633,650 101,224 10,000 621,707 2,390,104 21,429 1,141,695 678,571 64,930 93,583 67,260 2,067,468 322,636 2,390,104

Balance sheet
Cash and cash equivalents Accounts receivable -Net Other accounts receivable and prepaid expenses Inventories - Net Property, machinery and equipment - Net Deferred income tax Investments in securities Goodwill and other assets - Net Total assets Current portion of long-term debt Other short-term accounts payable Long-term debt Employee benefits Deferred income tax Other long-term liabilities Total liabilities Total stockholders equity Total liabilities and stockholders equity

Notes

Adjustments (1)
$

Balances IFRS
79,675 402,451 133,594 407,803 1,009,313 101,224 10,000 621,707 2,765,767 21,429 1,141,695 678,571 108,713 197,972 67,260 2,215,640 550,127 2,765,767

(a) (b)

375,663

$ $

375,663

$ $

(c) (b)

43,783 104,389 148,172 227,491 375,603

(d), (e) $

(1) The adjustments set forth above represent the Companys Managements best estimate at the date of issuance of these financial statements. Therefore, the information shown is preliminary and subject to changes that might arise from changes to certain options established under current IFRS or from the issuance of new IFRS.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Notes At the date of issuance of these financial statements, the Companys Management is in the process of studying and adapting the main changes in Mabes accounting policies under IFRS, taking into consideration the following: a. Property, machinery and equipment - Mabe elected the IFRS 1 option which allows property, plant and equipment to be valued at fair value at the time of initial valuation (fair value or value recognized under MFRS at the transition date). In that regard, Mabe had the most significant land, buildings and machinery appraised in monetary terms by an independent appraiser. For all other property, plant and equipment, Mabe elected the other IFRS 1 option, which allows valuation under MFRS at the transition date, represented by historical cost plus restated values for all acquisitions until December 31, 2007, determined by applying the National Consumer Price Index (NCPI) factors to acquisition cost from the date of acquisition to December 31, 2007. Mabe has preliminarily opted to use appraisal values for its most significant assets (property, machinery and equipment) and allow minor assets to remain at book value under MFRS (computer equipment, office furniture and equipment, etc.). For subsequent measurements, Mabe has opted for cost less accumulated depreciation less any impairment losses. b. Deferred income taxes - Changes in deferred income tax represent the impact of deferred taxes on the adjustments necessary for the transition to IFRS. The principal effect corresponds to an increase in the deferred tax liability of revaluation of fixed assets. Employee benefits - Under amendments to MFRS, liabilities for employee benefits would be amortized on a straight line basis over a five year period. At the transition date to IFRS, there is a remaining transition liability to be amortized in the future for such amendments. Under IFRS, these amendments do not apply; therefore, the reversal of the related effects is recognized in retained earnings. Mabe opted to recognize unamortized actuarial profits or losses at January 1, 2011 directly in stockholders equity at the transition date under IFRS 1 so as to be in line with the requirements of new IAS 19, which, although effective from January 1, 2013, allows early adoption. For the same reason, plan modifications were also recognized in stockholders equity. The changes include elimination of the corridor approach and differences in the presentation of pension expenses in different accounts, such as the portion of financing cost of the liability being recorded under financial costs and the actuarial gains and losses being recognized directly in OCI rather than in income. The liability for termination benefits recognized under MFRS is not allowed under IFRS unless a demonstrable commitment has been made i) to terminate an employee or group of employees prior to the regular retirement date, or ii) to pay a severance as a result of an offer made in order to persuade employees to resign. Therefore, Mabe will recognize that liability only when it has proposed the formal and detailed termination plan to the affected personnel. The amount recognized up to January 1, 2011 will therefore be eliminated. d. Effects of inflation - As mentioned in Note 2, under MFRS B-10, in order for an economy to qualify as hyperinflationary in Mexico, the three-year accumulated inflation must be 26% or more. Therefore, at January 1, 2008, Mabe ceased recognizing the effects of inflation in its financial information. Under IFRS, in order to recognize those effects, accumulated inflation over the most recent three-year period must be equal or greater than 100%. These inflationary effects did not exist in Mexico at January 1, 1998 and therefore Mabe will cancel the effects of inflation against retained earnings. Additionally, the

c.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
company cancelled the effects of inflation in the other countries in which it has operations and the accumulated inflation over the most recent three-year period was not equal to or greater than 100%. e. Cumulative translation differences - In accordance with the option established in IFRS 1, Mabe opted to recognize the effect of translation on stockholders equity in retained earnings at the transition date in its opening balance under IFRS at January 1, 2011.

Note 4 - Summary of significant accounting policies: Mabes most significant accounting policies, which have been applied consistently in the reporting years, unless otherwise specified, are set forth below. MFRS requires the use of critical accounting estimates in the preparation of financial statements. Accordingly, Managements judgment is required to define the Companys accounting policies. a. Use of estimates The preparation of financial statements in conformity with MFRS requires Management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates. While Management believes that its estimates and assumptions are reasonable, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates underlying these financial statements include: (1) allowances for doubtful accounts and for obsolete inventory; (2) the valuation of derivative financial instruments and employee benefits liabilities; and (3) the present value of estimated future net cash flows. b. Consolidation -

These financial statements include those of Controladora Mabe, S.A. de C.V. and all entities in which it is the owner of 50% or more of the shares or exercises control. Control exists, when an entity has the power, directly or indirectly, to govern the operation, administrative and financial policies of an entity to obtain benefits from its activities. Investments in subsidiaries and all significant balances and transactions carried out among consolidated companies have been eliminated for effects of consolidation. The consolidation was carried out on the basis of the audited financial statements of the subsidiaries. At December 31, the subsidiaries were: MXICO Mabe, S.A. de C.V. Leiser, S. de R. L. de C.V. Servej, S.A. de C.V. Mabe Integra, S.A. de C.V. Mabesud, S. de R. L. de C.V. Mabe Argentina, S.A. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% % of ownership 2011 2010

F-17

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
% of ownership CANADA MC Commercial Inc. Mabe Canada Inc. CENTRAL AMERICA Mabe Guatemala, S.A. Mabe de El Salvador, S.A. de C.V. Mabe Panam, S.A. Mabe Honduras, S.A. de C.V. Electrodomsticos Mabeca, S.A. Atlas Elctrica, S. A. Atlas Industrial Group, S.A. Atlas Industrial, S.A. Cetrn de El Salvador, S.A. de C.V. Atlas Commercial & Investment, S.A. Atlas Distribuidora de Productos, S.A. Atlas Distribuidora de El Salvador, S.A. de C.V. Atlas Distribuidora de Guatemala, S. A. Atlas Distribuidora de Honduras, S.A. de C.V. Atlas Distribuidora de Nicaragua, S.A. Atlas del Caribe, S.A. Central American Marketing, S.A. ANDEAN COUNTRIES Mabe Colombia, S.A. Mabe Ecuador, S.A. Mabe Per, S.A. Mabe Venezuela, C.A. Comercial Mabe Chile, Ltda. BRAZIL Mabe Mercosur Participaes, Ltda. Mabe Comercial e Participaes, Ltda. Mabe Brasil Electrodomsticos, Ltda. (formerly Mabe Hortolndia Electrodomsticos, Ltda.) ARGENTINA Kronen Internacional, S.A. Mc Lean, S. de R.L. (1) (1) On June 30, 2011, this company was merged into Kronen Internacional, S.A. 100% 100% 100% 100% 75.97% 58.63% 100% 75.97% 58.63% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

F-18

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
c. Cash and cash equivalents -

Cash and cash equivalents include cash balances, bank deposits and other highly liquid investments with original maturities of less than three months and insignificant risk to changes in value. d. Derivative financial instruments -

All derivative financial instruments classified as for trading or to hedge against market risk, are recognized in the balance sheet as assets and/or liabilities at their fair value. (See Note 5). Fair value is determined based on recognized market prices and, when not quoted in the stock market, fair value is determined based on valuation techniques accepted in the financial domain. The Company recognizes all assets and liabilities arising from operations with derivative financial instruments in the balance sheet at fair value, independently of the purpose for holding those instruments. When derivative financial instruments are contracted to hedge against risks and meet all hedging requirements, their designation is documented at the outset of the hedging operation, describing the purpose, characteristics, accounting recognition and the manner by which effectiveness thereof is to be measured, as applicable to that operation. Hedging derivatives are valued as follows: i) for fair value hedges, both the derivative and the hedged item are valued at fair value and the valuation fluctuations are recorded in the income statement in the same line item as the position they hedge; ii) for cash flow hedges, the effective portion is temporarily recorded in comprehensive income, within stockholders equity, and is reclassified to income when the position it covers affects the income statement; and the ineffective portion is immediately recognized in the income statement. The Company obtains financing under different conditions and when these are at a variable rate, in order to reduce its exposure to the risks of interest rate volatility, the Company contracts derivative financial instruments in the form of interest rate swaps that convert interest payments from a variable to a fixed rate. Derivative financial instruments are only entered into with recognized institutions and limits have been established for each institution. The Companys policy is not to engage in transactions for speculative purposes with derivative financial instruments. The Company suspends hedge accounting when the derivative has expired, was sold, is cancelled or used, when the derivative fails to reach a high effectivity to offset the changes in fair value or cash flows of the item hedged, or when the Company decides to cancel the hedge designation. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. e. Non-controlling interest -

Not controlling interest reflects the participation of third parties in the equity and the results of consolidated subsidiaries. At December 31, 2011 and 2010, non-controlling interest in capital totaled approximately ($79,384) and ($12,337), respectively.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
f. Inventories -

At December 31, 2011 and 2010, inventories and cost of sales are stated at historical cost, determined by the first-in-first-out method. These values do not exceed market value. (See Note 7). The allowance for obsolete and/or slow-moving inventories is determined based on an analysis performed by the Companys Management and is sufficient to absorb any related loss. g. Property, machinery and equipment -

Property, machinery and equipment, including acquisitions from financial leases, are stated as follows: i. Acquisitions made at or after January 1, 2008, at their historical cost; determined at the exchange rate of the relevant entitys functional currency.

ii. Acquisitions made in Mxico until December 31, 2007: Of Mexican origin at their acquisition cost in Mexican pesos (recording currency), restated by applying inflationary rates from the NCPI in Mxico up to December 31, 2007 and converted from the recording currency to the functional and reporting currency in accordance with the procedure described in Note 4u. Of foreign origin at their historical cost, stated in the original currency, restated by applying rates that reflect the inflation of the country of origin at the valuation date converted to Mexican pesos at the December 31, 2007 exchange rate and converted from this recording currency to the functional and reporting currency, as per the procedure described in Note 4u.

Property, machinery and equipment are subject to impairment testing only when signs of impairment are identified. Consequently, such items are stated at their modified historical cost, less accumulated depreciation and, if applicable, impairment losses. The property, machinery and equipment acquisition costs reduced from their residual values are systematically depreciated using the straight line method based on the assets, useful lives applied to property, machinery and equipment values, including those acquired under financial leases. The financial leases of equipment are capitalized since they substantially transfer all the inherent risks and benefits of the property. The capitalized value corresponds to the lower of the leased asset value and the present value of the minimum payments. The financing costs derived from the financing granted by the lessee for the acquisition of such assets are recognized in income as they accrue. At December 31, 2011, for new financial leases, the embedded interest rate should be used for the calculation of the present value of the minimum payments and if it is not obtainable, the incremental interest rate under the provisions of Bulletin D-5 should be used. h. Prepaid expenses Prepaid expenses represent expenditures made by the Company where the risks and benefits inherent to the goods to be acquired or services to be received have not been transferred. Prepaid expenses are registered at cost and are presented in the balance sheet as current or non-current assets, as appropriate. Once these good or services are received, they are recognized as an asset or expense in the income statement, respectively.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
i. Intangible assets -

Intangible assets are recognized when they meet the following characteristics: they are identifiable and provide future economic benefits, and there is control over those benefits. Intangible assets are classified as follows: i. Finite life intangible assets are those whose expectation to generate future economic benefits is limited by legal or economic conditions and are amortized by the straight-line method based on their estimated useful life, and subject to annual impairment testing.

ii. Indefinite life intangible assets (i.e., goodwill) are not amortized and are subject to annual impairment testing. Intangible assets acquired or developed are reflected as follows: i) as of January 1, 2008, at their historical cost, and ii) until December 31, 2007, at their updated values, determined by applying inflationary rates from the NCPI at that date to their acquisition or development cost. Consequently, intangible assets are stated at their modified historical cost, less the corresponding accumulated amortization and impairment losses, if any. Research costs are recognized as expenses in the year in which they are incurred. j. Goodwill -

Based on MFRS B-7, Business Acquisitions, the Company applies the following accounting provisions to business acquisitions: i) the purchase method is used as the only valuation rule, which requires the purchase price to be assigned to acquired assets and assumed liabilities based on their fair values at the acquisition date; ii) acquired intangible assets are identified, valued and recognized; and iii) the nonassigned portion of the purchase price represents goodwill. Goodwill is considered to have an indefinite lifetime and represents the cost of the shares of subsidiaries in excess of the fair value of the net assets acquired, and its value is subject to annual impairment testing. Goodwill is reflected as follows: i) as of January 1, 2008, at its historical cost, and ii) until December 31, 2007, at its net restated value determined by applying rates from the NCPI to its acquisition cost. Consequently, goodwill is stated at its modified historical cost, less impairment losses, if any. (See Note 10). k. Provisions Provisions represent current obligations for past events whose settlement is expected to require the use of economic resources. Provisions have been recorded on the basis of Managements best estimates. l. Deferred income tax -

Deferred income tax is recognized by the comprehensive asset-and-liability method, which consists of calculating deferred taxes for all temporary differences between the book and tax values of assets and liabilities expected to materialize in the future, at the rates established in the tax provisions in effect at the date of the financial statements. The Company recognized deferred income tax, as its financial and tax projections indicate that the Company will essentially pay income tax in the future. (See Note 17).

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
m. Deferred employees statutory profit-sharing (ESPS) Deferred ESPS is recognized based on the comprehensive method of assets and liabilities, which consists of recognizing deferred ESPS for all temporary differences between the book and tax values of assets and liabilities, in which payment or recovery is likely. ESPS currently payable is shown in the income statement under other income and expenses. (See Note 19). n. Employee benefits The benefits granted by the Company to its employees, including pursuant to defined benefit plans, are described as follows: The direct benefits (salary, overtime, vacation, holidays, compensated absence payments, etc.) are recognized in income or expense as they accrue and their corresponding liabilities are expressed at their nominal value since they are short-term. Compensated absence payments based on legal or contractual provisions are not cumulative. Paid long-term absences related to sabbaticals, etc., according to contractual provisions, are recognized through an accrual to employee benefits liability determined at discounted value. Termination benefits for reasons other than restructurings (firing compensation or indemnities, aging bonus, special compensations or voluntary separation, etc.), as well as retirement benefits (pension, aging bonus, and other retirement benefits, etc.), are recognized based on actuarial studies carried out by independent actuaries through the projected unitary credit method. To cover these benefits, the Company makes periodic contributions to funds established in irrevocable trusts. The net cost of each employee benefit plan is recognized as operating expenses in the period in which it accrues including, among other things, the amortization of the labor cost of past services and actuarial gains (losses) from previous periods. (See Note 14). Actuarial studies of employee benefits include the following assumptions: interest rate, discount rate, rate of salary increases, minimum wage increase rate and inflation rate. An accrual for benefits for termination from restructurings has been established, which covers employee benefits to which the employees have the right in the case of restructuring and to which payments are expected to be made in the short-term. (See Note 19). At December 31, 2011 and 2010, the breakdown of employee benefit plans was as follows: Pension plan For purposes of the actuarial valuation of the obligations of the pension plan, the eligible group was considered to be all union plant personnel and all full-time personnel in the Companys service. In order for plan membership to be effective, participants must: i. Be part of the eligible group.

ii. Have served the Company for at least a two-year period at the valuation date.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
iii. Be at least 30 years old. In order to calculate the benefit to be paid to each participant at retirement, the following rules are applied:

0.7% of the pensionable salary must not exceed the equivalent amount of 10 times the monthly minimum wage for Mexico City for pensionable services. 1.4% of the pensionable salary must exceed the equivalent amount of 10 times the monthly minimum wage for Mexico City for pensionable services.

Seniority premiums The benefits and obligations arising from the seniority premiums are determined in accordance with article 162 of the Federal Labor Law, and consists of twelve days salary for every year of service. Seniority premiums are payable upon death, disability, retirement and dismissal. Severance This benefit consists of the payment of ninety days of the salary earned by the worker at the time of dismissal or retirement, plus twenty days salary per year of service, as per the provisions of articles 48 and 50 of the Federal Labor Law. o. Stockholders equity Capital stock, the legal reserve, the additional paid-in capital, retained earnings, the cumulative translation effects of foreign entities and the effect of valuation of derivative financial instruments are stated as follows: i) movements made as of January 1, 2008 at their historical cost, and ii) movements made prior until December 31, 2007 at their restated values determined by applying rates from the NCPI to their historical values up to December 31, 2007. Consequently, the different stockholders equity items are stated at their modified historical cost. (See Note 15). The additional pain-in capital represents the excess of the payment on the subscription of shares over the par value thereof. p. Other comprehensive (loss) income Comprehensive (loss) income is comprised of the net (loss), plus translation effects of foreign entities and the effects of valuation of derivative financial instruments, which are reflected in stockholders equity and do not constitute capital contributions, reductions and distributions. (See Note 16). q. Revenue recognition Income from product sales is recognized when all of the following requirements are met: a) the risks and benefits of the goods have been transferred to the buyer and no significant control is retained; b) income, costs incurred or to be incurred are determined on a reliable basis; and c) the Company is likely to receive economic benefits from the sale. Income from services is recognized when the services are rendered and: a) income and costs incurred in service rendering are determined reliably; and b) the Company is likely to receive economic benefits from the sale.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Income from trademark use and from providing technical assistance is recognized during the period in which the trademark is used and the assistance is provided. Advances from customers are classified as short-term liabilities and are recognized in income when the products are sold. r. Allowance for doubtful accounts -

Allowance for doubtful accounts is recognized based on studies conducted by the Companys Management and is considered sufficient to absorb losses. s. Warranties -

The Company grants warranties against defects on its manufacturing product, for periods of one to three years, depending on the type of product. A warranty reserve is recognized, considering an inventory selling rate (between the time the sale is made to the wholesaler customer and to the final user) and a parts- and services-granted factor. Such factors are obtained from statistics based on the Companys experience over the most recent two-year period. Warranties on sales abroad, except where certain Company affiliates operate, are absorbed by local dealers. t. Exchange rate differences -

Foreign currency transactions are initially recorded in the recording currency, applying the exchange rate prevailing on the transaction date. Assets and liabilities denominated in the recording currency are converted to the functional currency at the exchange rate in effect on the balance sheet date. Differences arising from fluctuations in the exchange rates between the dates in which transactions are entered into and those in which they are settled, or valued at year end, are applied to income as a component of the Comprehensive Financing Income. u. Foreign currency transactions The Company operates in a global market with differents currencies. The functional currency for each subsidiary was designated based on the currency of the primary economic environment in which it operates in accordance with the provisions of MFRS B-15. The Company has identified the following recording and functional currencies for each subsidiary; Company Mabe, S.A. de C.V. and subsidiaries (except Mabe Canada, Inc.) Mabe Canada, Inc. Servej, S.A. de C.V. Mabe Integra, S.A. de C.V. Mabesud, S. de R.L. de C.V. Mabe Argentina, S.A. Mabe Guatemala, S.A. Mabe de El Salvador, S.A. de C.V. Mabe Panam, S.A. Recording currency Mexican pesos Canadian dollars Mexican pesos Mexican pesos Mexican pesos Argentine pesos Quetzales US dollar US dollar Functional currency US dollar Canadian dollars Mexican pesos Mexican pesos Mexican pesos US dollar US dollar US dollar US dollar

F-24

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Mabe Honduras, S.A. de C.V. Electrodomsticos Mabeca, S.A. Atlas Elctrica, S.A. and subsidiaries Mabe Colombia, S.A. Mabe Ecuador, S.A. Mabe Per, S.A. Mabe Venezuela, C.A. Comercial Mabe Chile, Ltda. Mabe Mercosur Participaes, Ltda. Mabe Comercial e Participaes, Ltda. Mabe Brasil Electrodomsticos, Ltda. (formerly Mabe Hortolndia Electrodomsticos, Ltda.) Kronen Internacional, S.A. Lempiras Colones Colones Colombian pesos US dollar Nuevos soles Bolvares fuertes Chilean pesos Brazilian reals Brazilian reals Brazilian reals Argentine pesos US dollar US dollar Colones Colombian pesos US dollar US dollar US dollar US dollar US dollar US dollar Brazilian reals US dollar

Until December 31, 2009, the Companys Management used the Mexican peso as the reporting currency for presenting its financial statements. As of January 1, 2010, the Companys Management decided to change the reporting currency to the US dollar, and retroactively recognized the effects of that change accordance with MFRS B-1, Accounting changes and correction of errors. The reason for the change is that information presented in US dollars is more useful to users in decision-making, and the currency most representative of the environment in which the Company operates is the US dollar. The above mentioned change did not have significant effects on the Companys financial statements. I. Conversion of financial statements The financial statements of the subsidiaries conducting operations in foreign currencies, that maintain a recording currency other than the functional currency, were converted to the functional currency, as follows: i. Monetary asset and liability balances at December 31, 2011, 2010 and 2009 stated in the recording currency were converted at the closing exchange rates of Ps13.97, Ps12.38 and Ps13.04, respectively (for Mexican companies).

ii. Non-monetary asset and liability and stockholders equity balances at December 31, 2011, 2010 and 2009 were converted using historical exchange rates, which averaged Ps12.42, Ps12.64 and Ps13.51, respectively. iii. Income, costs and expenses related to 2011, 2010 and 2009 stated in the recording currency, were converted at the historical exchange rates on the date on which they arose and were recognized in the income statement, unless they originated from non-monetary items, in which case the historical exchange rates of non-monetary items were used, which averaged Ps12.42, Ps12.64 and Ps13.51, respectively (for Mexican companies). iv. The exchange differences arising from the convertion from the recording currency to the functional currency were recognized as income or expenses in the income statement in the period in which they arose.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
II. Breakdown of the cumulative translation effects: The following is an analysis of the movements of the cumulative translation effects from functional to reporting currencies: At December 31, 2011 Beginning balance Plus (less): Effect of translation Ending balance v. Financial information by segment Although not within the scope of Bulletin B-5, Financial information by segment, the Company analyzed its organizational structure and system for presenting information, in order to identify segments. With respect to the years presented, the Company has operated the following business segments: Mxico, South America, Canada and Central America. Those segments have been determined by taking into account geographic areas. (See Note 21). w. Reclassification and grouping For presentation purposes, certain figures at December 31, 2010 were regrouped and reclassified to be comparable to the corresponding figures at December 31, 2011. x. Investment in joint-ventures ($ 6,543) (24,801) ($31,344) 2010 $ 25,453 (31,996) ($ 6,543)

Investments in joint-ventures are recognized when there are contractual agreements with other entities where there is shared control over the entity. Such investments are recorded using the equity method, which consists of recognizing the proportional portion of the jointly controlled entity's assets, liabilities, stock, income and/or expenses in the financial statements. Participation in income of the joint-ventures are recognized in the financial statements as of the date when the share control begins and up to the date it ends. y. Impairment of non-financial assets

Management performs impairment tests for its property, machinery and equipment when certain events or circumstances suggest that the carrying value of these assets might not be recovered. Goodwill is tested at least annually or more regularly if events indicate that this is necessary. The recoverable value is determined using the higher of the estimated discounted net cash flows expected to be generated by the assets or the net sales price. When appropriate, an impairment loss is recognized to the extent that the net book value exceeds the estimated recoverable value of the assets. Subsequently, to the extent that the estimated recoverable value of the assets exceeds the net book value, such impairment may be reduced or reversed, under certain circumstances. The net sales price is determined using market value or the price of transaction involving similar assets, less selling costs.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
These assets are subject to recognition of impairment, as well as the reversal of such impairment, when appropriate. At December 31, 2011 and 2010, there were no indications of impairment. Note 5 - Derivative financial instruments: Financial risk factors The Companys operations expose it to a number of financial risks: market risk (which includes exchange rate risk, the risk of interest rates of cash flows and fair value, interest rate risk and price risk), credit risk and liquidity risk. The Companys general risk-management program considers the unpredictability of financial markets and seeks to minimize the potential negative effects on the Companys financial performance. The Company also periodically enters into financial instrument contracts to economically hedge its exposure to changes in interest rates. Risk management is handled through the Treasury Department, in accordance with the policies approved by the Board of Directors. The Company identifies, evaluates and hedges the financial risk in close cooperation with its subsidiaries. The Board of Directors has approved general written policies with respect to financial risk management, as well as policies addressing specific risks, such as exchange rate risks, interest rate risks, credit risks, the use of trading and/or hedge derivative financial instruments in terms of accounting and of non-derivative financial instruments and investment of treasury surpluses. i. Exchange rate risk

The Company conducts international operations and is exposed to exchange rate risks arising from exposure to different foreign currencies, mainly the US dollar. The exchange rate risk arises from future commercial operations, from recognized assets and liabilities and from net investments in foreign operations. The Company has a number of investments in foreign operations, whose net assets are exposed to the risk of currency conversion. Exposure to foreign currencies is mainly managed through loans denominated in corresponding currencies, subscribed by the subsidiaries. The positions of derivative financial instruments in foreign currencies held at December 31, 2011 and 2010 are summarized as shown in the next page:

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Valuation at December 31, 2011
Comprehensive Comprehensive

Financial instrument Short-term: For trading: Natural gas swap Aluminum and copper commodity For hedging: Interest rate cross swap Total short-term at December 31, 2011 Total short-term at December 31, 2010 Long-term: Interest rate cross swap Total Interest rate cross swap Total long-term at December 31, 2011

Type of underlying asset

Notional amount

Maturity date

Assets (liabilities)

(loss) income

financing cost

MMBTU Metric Tons

300,000 3,121

December 2012 December 2012

($

164) (1,208)

($ 114) (825)

Interest rate

2012 ($

(641) 2,013)

($ 939) $ 1,394

($ ($

280) 280)

($ 18,242)

($ 16,532)

Interest rate

(1)

2012 and 2014

$ $

2,295 2,295 (17,927) ($ 518) (18,739)

Interest rate

(1)

2019

($ 17,927)

($ 518)

($ 18,739)

(1) Notional amounts amounted in million to $100; $70; $50 and $25, with different maturitiy dates as shown in the table.

At December 31, 2011 and 2010, the Companys Management has evaluated the effectiveness of its hedges for accounting purposes and considers them to be highly effective. The notional amounts related to derivative financial instruments reflect the contracted reference volume; however, they do not reflect the amounts at risk concerning future flows. Amounts at risk are generally limited to the unrealized profit or loss from valuation to market of those instruments, which can vary depending on changes in the market value of the underlying item, its volatility and the credit rating of the counterparties. ii. Risk of interest rates of cash flows and of fair value The risk of the Companys interest rates arises from its contractual profile, related to long-term loans and issuance of debt instruments. Loans and debt instruments issued at variable rates expose the Company to the risk of variability in interest rates and consequently, also expose its cash flows to interest rate risk. Loans and debt instruments contracted at fixed rates expose the Company to the risk of decreases in the reference rates, possibly representing a greater financial cost of the liability. Company policy consists of covering approximately 50% of its loans and debt instruments with a fixed-rate profile, independently of its contractual rate profile. During 2011 and 2010, the Companys loans and debt instruments at fixed and variable rate were denominated both in pesos and US dollars.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
The Company analyzes its exposure to interest rates on an ongoing basis. A number of different scenarios are simulated, that consider refinancing, renewal of existing positions, alternative financing and hedging. Based on those scenarios, the Company calculates the impact of a change in defined interest rates on profits or losses. For each of the simulations, the same change in interest rates is used for all currencies. Scenarios are only run for the main interest-bearing liabilities. Based on the different scenarios, the Company manages the interest rate risks of cash flows through the use of interest rate swaps from variable to fixed. The financial effect of these interest rate swaps is of converting variable-rate loans to fixed-rate loans. Generally, the Company has long-term variable-rate loans, which are exchanged for fixed-rate loans to mitigate the effects of volatility that affect their financial cost. In these interest-rate swaps, the Company agrees with other parties to deliver or receive, at specific intervals (quarterly for the most part), the existing difference between the interest amount of contractual fixed rates and the interest amount of variable rates calculated on the basis of the theoretical agreed-upon amounts. The Company also contracts variable to fixed interest rate swaps to hedge against the risk of fair value interest rates arising in contracting loans at variable rates. Future (commodities) Due to the variations in the aluminum, natural gas and copper, the Company entered into forward purchase contracts for aluminum, copper and natural gas with monthly expirations for the period from December 2010 to December 2011, resulting in a net realized loss of $1,162 reflected in variable production costs for 2011.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 6 - Transactions with related parties: As mentioned in Note 4, Controladora Mabe, S.A. de C.V. is the owner, either directly or indirectly, of the companies listed in such note. The Company is controlled by a group of Mexican shareholders, which owns 51.59% of the shares of Controladora Mabe, S.A. de C.V. During the years ended December 31, 2011, 2010 and 2009, the Company conducted the following operations with related parties (principally with GE): 2011 Sales income Expenses: Purchases Royalties paid Freight Technical assistance Note 7 - Inventories: $795,877 $170,540 10,171 3,370 2,000 2010 $809,245 $ 145,137 9,936 3,722 2,000 2009 $ 810,412 $ 138,959 10,431 3,544 2,000

At December 31, 2011 2010 $246,406 28,416 134,566 (21,407) 387,981 19,822 $407,803 $328,886 29,430 128,821 (22,822) 464,315 12,873 $477,188

Finished products Production in process Raw materials Allowance for obsolete inventory Merchandise in transit

Note 8 - Property, machinery and equipment: At December 31, 2011 Buildings and facilities Machinery and equipment Computer equipment Transportation equipment Office furniture and equipment Accumulated depreciation $ 288,621 1,560,885 41,805 15,688 7,393 1,914,392 (1,363,042) 551,350 Construction in process Land $ 40,699 41,601 633,650 2010 $ 288,636 1,555,899 34,080 19,953 12,166 1,910,734 (1,250,057) 660,677 69,966 42,026 $ 772,669 Annual average depreciation rate 4.35% 7.65% 26.78% 23.14% 9.75%

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended

Depreciation recorded in the 2011, 2010 and 2009 income statements totaled $112,852, $102,675 and $104,200, respectively, which is recognized in fixed production costs. Note 9 - Investments in securities: On December 17, 2008, Mabe Venezuela, C.A., a Venezuelan subsidiary of Controladora Mabe, S.A. de C.V., entered into an agreement with Naviera TMLV Trading Corp, S. A. (TMLV) for the acquisition of 2,150,000 preferred shares of Consolidada de Ferrys, C.A. (CONFERRY) corresponding to 17.2% of CONFERRYs capital stock, with a nominal amount of 21,500,000 Bolivares fuertes. The Company is entitled to receive a fixed annual return of 8% of the nominal value and has the option to sell the preferred shares between December 17, 2009 and September 30, 2012. TMLV has an option to purchase the preferred shares at any time within 10 working days notice following September 30, 2012. The acquisition of these preferred shares was by means of subscription and payment of a capital increase of CONFERRY through an issuance of preferred shares. Note 10 - Goodwill: Goodwill arises from a number of acquisitions conducted by the Company from incorporation. Following is an analysis of the principal amounts, net of accumulated amortization: At December 31, 2011 Mxico Mabesa, S. A. de C. V. Mabe Mercosur Participaes, Ltda. Mc Lean, S. de R. L. Mabe Venezuela, C. A. Andean Region Mabe Venezuela, C. A. Mabe Colombia, S. A. Mabe Ecuador, S. A. Mercosur Mabe Brasil Electrodomsticos, Ltda. Canada Mabe Canada, Inc. Costa Rica Atlas Elctrica, S. A. and subsidiaries $ 1,581 22,883 4,688 6,464 35,616 2,151 1,681 12,968 16,800 4,143 189,507 4,333 $250,399 $ 2010 1,581 22,883 4,688 6,464 35,616 2,151 1,681 12,968 16,800 4,143 189,507 4,333 $250,399

F-31

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 11 - Other assets: At December 31, 2011 Unamortized expenses Balance as of Janaury 1, 2011 Additions arising from internal developments Balances as of December 31, 2011 Accumulated amortization: Balances as of January 1, 2011 Amortization for the period Balances as of December 31, 2011 Net as of December 31, 2011 $ 326,963 129,831 456,794 (172,488) (30,048) (202,536) $ 254,258 Other $109,185 75,419 184,604 (48,295) (19,259) (67,554) $ 117,050 (1) $ Development costs $ 119,248 119,248 (119,248) (119,248) Total $555,396 205,250 760,646 (340,031) (49,307) (389,338) $371,308

At December 31, 2010 Unamortized expenses Balances as of January 1, 2010 Additions arising from internal developments Balances as of December 31, 2010 Accumulated amortization: Balances as of January 1, 2010 Amortization for the period Balances as of December 31, 2010 Net as of December 31, 2010 $ 271,094 55,869 326,963 (148,013) (24,475) (172,488) $ 154,475 Other $ 80,921 28,264 109,185 (32,417) (15,878) (48,295) $ 60,890 (1) $ Development costs $ 119,248 119,248 (119,168) (80) (119,248) Total $471,263 84,133 555,396 (299,598) (40,433) (340,031) $215,365

(1) At December 31, 2011 and 2010, the Company had deposited $53,100 and $47,000 respectively, in escrow accounts in respect of litigations in Brazil.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 12 - Short and long-term debt: At December 31, long-term debt was comprised as follows: Maturity Bond issuance (1) Other loans (2) 2015-2019 2014 2011 US dollars $ 550,000 150,000 700,000 Less - current portion 21,429 $ 678,571 Long-term debt maturities at December 31, 2011 were as follows: 2013 2014 2015 2019 $ 85,714 42,857 200,000 350,000 $ 678,571 2010 Maturity Syndicated loan (3) Bond issuance (1) Other loans (4) 2010-2011 2015-2019 US dollars $ 63,636 550,000 185,071 798,707 Less - current portion 195,237 $603,470
(1)

At December 31, 2011 and 2010, the bonds issued by the Company were comprised as follows: $350 million of guaranteed senior notes at a fixed rate of 7.875% maturing on October 28, 2019. Interest payable semiannually starting on April 28, 2010. $200 million of guaranteed senior notes at a fixed rate of 6.50% maturing on November 17, 2015. Interest payable semiannually starting on June 15, 2006.

(2)

On June 23, 2011, the Company obtained from Deutsche Bank AG a loan denominated in US dollars bearing interest at the LIBOR rate, plus a 2% margin, payable quarterly and maturing on June 16, 2014.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
The borrower under this agreement is Mabe, S.A. de C.V. The loan is guaranteed on a joint and several basis by Controladora Mabe, S.A. de C.V., Leiser, S. de R.L. de C.V., Mabe Mxico, S. de R.L. de C.V., MCM Americas, S. de R.L. de C.V. and MC Commercial Inc.
(3)

During 2006, the Company and some of its subsidiaries renegotiated a syndicated loan agreement for $350 million (originally entered into on November 2004), with the debt maturing on 2011. The syndicated loan bears interest at the annual three-month LIBOR rate, plus a margin.

(4)

At December 31, 2011 and 2010, other loans bear interest at market rates of between 3.25% and 6.20% and 5.25% and 6.20%, respectively; varying according to the economic situation at the date of such loans and the economic variables prevailing in the country in which the loan was entered into.

In general, the loans contain very similar restrictions, obligations and covenants. At December 31, 2011 and 2010, the Company was in compliance with the covenants under the credit agreements, the most significant of which were: a. To restrict the entering into of material agreements or contracts over certain fixed assets, without the creditors consent, as well as to maintain insurance coverage over such assets.

b. To comply with certain financial ratios, the most important of which consist of a level of liquidity, leveraging and interest hedging. c. To not conduct mergers, asset acquisitions from third parties, or incur debt that could have a material effect on the borrowers assets.

Note 13 - Factoring: Subsidiaries of the Company have entered into factoring agreements with various suppliers, clients and financial institutions, to obtain credit lines for supporting finished product purchases by clients and payments of accounts payable to suppliers. According to the terms of these agreements, the Company has guaranteed payment to the lenders in the event that the borrowers are unable to cover their repayment obligations. At December 31, 2011 and 2010, the outstanding balances under these agreements amounted to $392,165 and $296,999, respectively. The fixed interest rate under each of these agreements is LIBOR plus a margin, applicable to monthly balances. Note 14 - Employee benefits: a. The value of benefit obligations at December 31, 2011 and 2010 is $281,335 and $286,227, respectively.

b. Reconciliation of Defined Benefit Obligations (OBD), Plan Assets (AP) and the Net Projected Asset/Liability (A/PNP).

F-34

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
The following is a reconciliation of the present value of the OBD against the fair value of AP and the A/PNP recognized in the balance sheet: At December 31, Labor liabilities: OBD AP Financing position Less unamortized items: Actuarial losses Transition asset Past service cost PNP c. Net Cost for the Period (CNP). At December 31, 2011 Labor cost of current service Financial cost Expected return of AP Initial transition liability Actuarial loss (gain) - Net Labor cost of past service Effect of any reduction or early settlement / other than a restructuring or discontinuation of an operation Total d. Main actuarial hypothesis. The main actuarial hypotheses used, stated in absolute terms, as well as discount rates, AP yields, salary increases and changes in indexes and other variables, at December 31, 2011 and 2010, are as follows: 2011 Interest rates Discount rate Rate of salary increases Minimum wage increase rate Inflation rate 8.70% 8.70% 4.50% 4.00% 4.00% 2010 9.20% 9.20% 5.04% 4.00% 4.00% $ 6,970 14,161 (12,526) 93 773 85 4,480 $ 14,036 2010 $ 7,443 18,569 (12,560) 105 873 126 (2,846) $ 11,710 2011 $ 299,507 (185,472) 114,035 (63,657) (71) 14,623 $ 64,930 2010 $ 304,019 (197,143) 106,876 (38,723) (185) 22,220 $ 90,188

The following is an analysis of the CNP per type of plan:

F-35

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 15 - Stockholders equity: The capital stock at December 31, 2011 was comprised as follows: Shares 100 Description Series A Represents fixed capital stock without withdrawal rights Series A-1: represents variable capital stock with withdrawal rights Series B-1: represents variable capital stock with withdrawal rights Series Lp: represents variable capital stock with withdrawal rights Total

213,370,048 199,764,852 16,000,000 429,135,000

The capital stock is comprised of nominal common shares, with no par value. Series A, A-1 and Lp represent 51% of the capital stock and acquisition thereof is restricted to Mexican nationals only. Series B1 represents 49% of the capital stock and subscription thereof is unrestricted. Variable capital is unlimited. The profit for the year is subject to the legal provision requiring at least 5% of the profit for each period to be set aside to increase the legal reserve until it reaches 20% of paid-in capital stock. Dividends paid are free of income tax if paid out from the Net Tax Profit Account (CUFIN), whose consolidated balance at December 31, 2011, 2010 and 2009 totalled $690,858, $758,077 and $714,979, respectively. Dividends exceeding the CUFIN and Reinvested CUFIN (CUFINRE) are subject to 42.86% tax if paid in 2011. Tax incurred is payable by the Company and may be credited against income tax for the period and for the following two periods or, if applicable, against flat tax for the period. Dividends paid out from previously taxed earnings are subject to no tax withholding or additional tax. In the event of a capital reduction, the excess of stockholders equity over capital contributions is accorded the same tax treatment as dividends, in accordance with the procedures established in the Income Tax Law.

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Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 16 - Comprehensive (loss) income: The comprehensive (loss) income for the years ended on December 31, 2011, 2010 and 2009 was comprised as follows: December 31, 2011 (Loss) income from controlling interest for the year Cumulative translation effect of foreign entities Valuation of derivative financial instruments, net of taxes Non-controlling interest Consolidated effect of deferred income tax (Note 17) Comprehensive (loss) income for the year Note 17 - Income Tax and Flat Tax: a. Income tax ($ 73,170) (24,801) (2,851) (67,047) ($167,869) $ 2010 $ 16,834 (31,996) 11,377 (2,279) 6,708 644 2009 $ 4,971 (96,300) (1,043) (8,800) (37,183) ($ 138,355)

The Company is authorized to determine its tax result for income tax on a consolidated basis along with that of its Mexican subsidiaries, in accordance with the provisions of the Mexican Income Tax Law (see point c. below). For recording and presentation of the income tax expense or benefit in the consolidated income statement, the Company considers its consolidated tax result, described above, plus the tax effects of its foreign subsidiaries and recognizes the corresponding tax. i. In 2011, the Company determined a tax loss of approximately $69,790 (tax loss of $161,138 and $150,161, in 2010 and 2009, respectively). Book and tax results differ mainly due to items that accumulate over time and are deductly differently for book and tax purposes, due to recognition of the effects of inflation for tax purposes, as well as due to items only affecting either book or tax results.

ii. On the basis of financial and tax projections, it was determined that the tax to be paid by the Company in the future will be income tax, and therefore deferred income tax was recorded. iii. On December 7, 2009, the government published a decree amending, adding to and removing provisions of the 2011 Income Tax Law, which establishes, among other things, that the income tax rate applicable from 2010 to 2012 is 30%, 29% for 2013 and 28% starting on 2014. iv. The provision for income tax in 2011 and 2010 is analyzed as follows: 2011 Income tax currently payable Deferred income tax Total $ 12,387 (14,717) ($ 2,330) At December 31, 2010 $ 11,149 (64,213) ($53,064) 2009 $28,486 (5,609) $22,877

F-37

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
v. The reconciliation between the rate incurred and the effective income tax rate is as follows: For the year ended December 31, 2011 (Loss) income before the following provisions Income tax rate used Income tax at the legal rate Plus (less) effect on income tax of the following permanent items: Nondeductible expenses Annual adjustment for inflation Derivative financial instruments Effect of consolidation Tax loss carry forwards Change in tax rates of other countries against legal rate in Mexico Other permanent items Income tax recognized in income Effective income tax rate 18,773 9,535 498 (19,518) (216) 31,084 ($ 2,330) (2%) 5,206 7,444 4,917 (3,231) (72,374) (5,180) 39,534 ($53,064) (54%) 698 8,368 (8,454) 4,038 5,355 7,539 $ 22,877 120% ($141,622) 30% (42,486) 2010 ($ 97,932) 30% (29,380) 2009 $ 19,048 28% 5,333

vi. The principal temporary differences at December 2011 and 2010, for which deferred flat tax was recorded, are as follows: At December 31, Assets: Accumulated liabilities Tax loss carry-forwards Deferred income tax asset Liabilities: Inventories Property, machinery and equipment Other assets Deferred income tax liability Deferred income tax asset - Net Deferred income taxes: Mexican companies Foreign companies Deferred income tax asset - Net $ $ 14,546 (6,905) 7,641 $ $ 544 7,095 7,639 ($ 2,410) (44,894) (46,279) 7,641 ($ 3,547) (28,693) (78,618) 7,639 2011 $ 68,348 32,876(1) $ 101,224 $ 2010 59,415 59,082

$ 118,497

($ 93,583) $

($ 110,858) $

F-38

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
(1) The amount considered as cumulative tax loss carry-forwards corresponds to the amount to be amortized in the future, determined according to the effective tax consolidation regime which at December 31, 2011 amounted to $119,221. vii. At December 31, 2011, the Company had accrued tax losses with the right to be amortized against future income which expire as follows: Mexico Year of loss 2005 2006 2007 2008 2009 2010 2011 Canada Year of loss 2005 2006 2008 2011 Restated amount $ 4,108 555 24,869 4,025 $ 33,557 viii. The income tax rates of South American, Central American and Canadian countries in which the Companys subsidiaries operate are as follows: For the years ended December 31, 2011 2010 2009 Argentina Brazil Canada Chile Colombia Costa Rica Ecuador El Salvador Guatemala Honduras Panama Per Venezuela 35% 34% 34% 17% 33% 30% 25% 25% 31% 25% 30% 30% 34% 35% 34% 34% 17% 33% 30% 25% 25% 31% 25% 30% 30% 34% 35% 34% 34% 17% 33% 30% 25% 25% 31% 25% 30% 30% 34% Year of expiration 2015 2016 2029 2032 Restated amount $ 8,708 16,750 17,234 92,491 12,345 109,921 74,605 $332,054 Year of expiration 2015 2016 2017 2018 2019 2020 2021

F-39

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Argentine companies are subject to Asset Tax (AT), at the rate of 1%, on the net average of most assets (at restated values), less certain liabilities, payable only on the amount by which AT exceeds income tax for the year. Such payment is recoverable on a restated basis, against the amount by which income tax exceeds AT in the four subsequent periods. Tax laws in Colombia, Ecuador, Peru, Venezuela and Central America do not assess any type of AT. Labor laws in Colombia, Venezuela, Argentina and Central America do not impose an obligation to pay employees profit sharing. b. Flat tax i. Flat tax for 2011 was calculated at the rate of 17.5% (17% for 2010 and 2009, respectively) on the profit determined on a cash flow basis. Such profit is determined by subtracting authorized deductions from total income arising from taxable operations. The flat tax credits are subtracted from the previous taxable income, as established by current legislation.

ii. Under current tax legislation, the Company must pay the higher of annual income tax and annual flat tax. c. Income tax under the tax consolidation regime

Controladora Mabe, S. A. de C.V. has the authorization, granted by the Ministry of Finance on August 22, 1988, to determine its income tax under the tax consolidation regime, together with its direct and indirect subsidiaries in Mexico, in accordance with the provisions of the Mexican Income Tax Law. In 2011, 2010 and 2009, the Company determined a consolidated tax loss of approximately $27,509, a consolidated tax profit of approximately $145,354, and a consolidated tax profit of $67,019, respectively. Consolidated book and tax results differ mainly due to items taxed or deducted over time, differently for book and tax purposes, due to recognition of the effects of inflation for tax purposes, as well as to items only affecting either book or tax results. On December 7, 2009, a decree was published by the Mexican government, amending, adding to and repealing a number of provisions of the Mexican Income Tax Law for 2011, the most significant of which are as follows: i. The income tax rate for the years from 2011 to 2012 will be 30%, 29% for 2013 and 28% starting on 2014.

ii. The possibility of using credits arising from an excess of deductions on income taxable for flat tax purposes (flat tax loss credit) to decrease income tax payable is eliminated, even though they can be credited against the flat tax base. iii. The tax consolidation regime was modified to require that flat tax related to the tax consolidation benefits obtained as of 1999 be paid in installments during the period from the sixth to the tenth year following the year in which such benefits were made use of. The aforementioned tax consolidation benefits stem from: Tax losses used in tax consolidation that were not authorized on an individual basis by the controlled company that generated them.

F-40

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Special consolidation items arising from operations conducted between the consolidating entities, and that generated benefits. Losses from the sale of shares not yet deducted individually by the controlled company that generated those losses. Dividends distributed by the consolidating controlled companies not paid out from the after tax CUFIN or CUFINRE account.

On the basis of the foregoing, at December 31, 2009, the Company recognized a $37,183 income tax liabilitiy. As per Interpretation to MFRS 18 Recognition of the effects of the 2010 tax amendments on income taxes, published on December 15, 2009, that initial effect was recorded in retained earnings at that date. The existing differences between the consolidated CUFIN and CUFINRE balances and the balances of these same accounts pertaining to the Companys consolidated subsidiaries can give rise to taxable income. At December 31, 2011 and 2010, that liability amounted to $44,775 and $53,975, respectively, to be settled in installments as follows:
Year of payment 2012 Tax consolidated income Tax, derived from consolidated tax losses on December, 2011 2013 2014 2015 2016 and subsequent years Total

$10,090

$8,251

$10,810

$7,023

$ 8,601

$ 44,775

At December 31, 2010, the Company took advantage of tax consolidation benefits stemming from 2010 and prior years. The dividends paid by the controlled subsidiaries to the Company out of the CUFIN balance, between 1982 and 1988 of $80,775, were not recognized as an income tax liability due to the fact that the likelihood of payment of the corresponding tax is considered remote. Set forth below is a reconciliation of tax-consolidation-related income tax balances: Liability arising from net income tax $29,723 (9,200) $20,523

Income tax asset Initial balance at January 1, 2011 Movements: Income tax paid during the year Final balance at December 31, 2011 ($24,252)

Income tax liability $53,975 (9,200)

($24,252)

$44,775

F-41

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 18 - Comprehensive financing cost: Comprehensive financing cost was comprised as follows: For the year ended December 31, 2011 Interest income Loss on monetary position Interest expense on bonds and loans Factoring discounts Bank fees and early payment discounts Net foreign exchange loss Total $ 20,582 (699) (59,531) (46,124) (25,713) (7,099) ($ 118,584) 2010 $ 15,780 (1,329) (60,693) (33,196) (19,498) (28,118) ($ 127,054) $ 2009 8,062 (461) (66,226) (10,305) (18,607) (37,817)

($ 125,354)

Note 19 - Other expenses: Other expenses were comprised as follows: For the year ended December 31, 2011 Restructuring expenses Employees Statutory Profit Sharing (ESPS) (Loss) gain on sale of property, machinery and equipment Other expenses Total other expenses Restructuring expenses As a result of the re-organization in Brazil mentioned in Note 2, severance pay, which is the most significant item of the restructuring, was recorded as part of other expenses for the period. ESPS The Company is subject to payment of ESPS, which is calculated by applying the procedures established in the Mexican Income Tax Law. In 2011, the Company determined a ESPS currently payable of $4,973 ($5,928 in 2010 and $4,600 in 2009). The ESPS base differs from the book value due mainly to the fact that for accounting purposes, updated depreciation and accrued foreign exchange fluctuation are recognized, whereas for ESPS purposes, the depreciation and exchange fluctuation recognized are historical depreciation and the exchange fluctuation when mandatory and due to timing differences whereby certain items are either included in the tax base or deducted for accounting or ESPS purposes, as well as to items only affecting book or ESPS results for the year. 67,660 $ 4,973 (897) $ 71,736 2010 58,695 $5,928 1,100 $65,723 2009 $4,600 4,314 11,691 $20,605

F-42

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
On December 31, 2011 and 2010, the Company determined a deferred ESPS asset balance, which was provided for in full. Note 20 - Commitments and contingencies: The Company leases certain property, including buildings and machinery. The lease agreements in question are for mandatory terms of five or more years and establish the minimum payments shown as follows: Years 2012 2013 2014 2015 onward Amount $ 27,604 23,506 20,711 75,031 $146,852 The Company and its subsidiaries are party to a number of labor and adminsitrative lawsuits filed against them and to a number of tax claims, arising from the normal course of operations. The Company classifies the risk of an adverse ruling in such lawsuits as remote, possible or probable. Provisions for losses are recognized by the Company in its financial statements in connection with such procedures, reflecting potential losses considered as probable, determined by the Companys Management and based on the opinion of its legal advisors, and regarding which probable losses are recognized or can be reasonably estimated. At December 31, 2011 the Company had reflected a provision of $50,700 ($47,000 in 2010) to cover these probable losses. Although there is no certainty as to the final outcome of such matters, the Company considers that any resulting liability would have no material effect on the consolidated financial position, on the consolidated results of operations, or on the consolidated cash flows.

F-43

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 21 - Financial information by segment: The Company manages and assesses its operations through four operating segments, which are Mexico, South America, Canada and Central America. The following is condensed financial information on the operating segments:
December 31, 2011 Mexico Net sales Operating income Depreciation and amortization Interest expense - Net Total assets Total liabilities $ 1,462,015 $ 61,181 South America $ 1,472,868 ($ $ $ $ $ 10,204) 46,717 47,758 756,929 612,086 Canada $ 510,314 ($ $ $ 8,211) 9,827 9,196 Central America $ 215,185 $ 5,932 $ 4,326 $ 824 Total $3,660,382 $ $ 48,698 162,159

$ 101,289 $ 53,008

$ 110,786 $2,390,104 $2,067,468

$ 1,077,099 $ 1,241,470

$ 407,366 $ 179,098

$148,710 $ 34,814

December 31, 2010 Mxico Net sales Operating income Depreciation and amortization Interest expense - Net Total assets Total liabilities $ 1,445,521 $ $ $ 70,200 94,561 58,785 South America $ 1,012,645 $ $ $ 9,622 38,879 35,889 Canada $542,032 $ 2,385 $ 5,514 Central America $ 208,357 $ 12,638 $ $ 4,154 654 Total $3,208,555 $ 94,845

$ 143,108 $ 97,608

$ 2,280 $560,550 $295,234

$ 808,401 $ 1,014,258

$ 970,577 $ 725,476

$ 211,534 $ 25,589

$ 2,551,062 $2,060,557

December 31, 2009 Mxico Net sales Operating income Depreciation and amortization Interest expense - Net Total assets Total liabilities $ 1,265,391 $ $ $ $ 104,483 82,800 55,642 956,745 South America $ 1,140,199 $ $ $ 62,442 36,215 28,086 Canada $ 532,293 ($ 12,571) $ 11,049 $ 1,423 Central America $190,069 $ 10,653 $ $ 3,129 1,925 Total $ 3,127,952 $ 165,007 $ $ 133,193 87,076

$ 699,053 $ 373,843

$ 402,411 $ 160,754

$258,564 $ 111,583

$ 2,316,773 $ 1,805,913

$ 1,159,733

F-44

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
Note 22 - Subsequent event: At the beginning of 2012, Mabe Canada Inc. announced the decision to proceed with the gradual closing of the dryer manufacturing factory in Montreal. Aproximately 700 workers will receive severance payment as production winds down gradually toward a scheduled close by the end of 2014. During this period, the productive assets will be transferred to a Mexican plant to cover the production of dryers. Note 23 - New accounting pronouncements: In December 2011, the Mexican Financial Reporting Standards Board (Consejo Mexicano para la Investigacin y Desarrollo de Normas de Informacin Financiera) issued Improvements to MFRS 2012 (Improvements 2012), MFRS B-3, Comprehensive income statement and MFRS B-4, Statement of changes in stockholders equity. MFRS B-3 and MFRS B-4 will become effective at January 1, 2013 and Improvements 2012, along with the provision of MFRS C-6, Property, plant and equipment related to the determination of the property, plant and equipment components became effective at January 1, 2012. MFRS B-3, Comprehensive income statement establishes the entitys choice of presenting comprehensive income either in one or two statements. In addition, MFRS B-3 specifies that other comprehensive income should be presented after net profit or loss, removes the concept of non-ordinary items and establishes the requirements that other income and expenses should be considered as such. MFRS B-4, Statement of changes in stockholders equity establishes the standards for the presentation of the Statement of changes in stockholders equity as well as the required disclosures in the event that movements take place within stockholders equity. MFRS C-6, Property, plant and equipment establishes that it is mandatory to determine the components representative of property, plant and equipment in order to depreciate these components in accordance with their useful lives at January 1, 2012. Improvements 2012 include: MFRS A-7, Presentation and disclosure, requires that entities disclose additional details with respect to the nature and the amounts in the balance sheet at year end of the estimates and assumptions that have a significant risk or caused a material adjustment in the financial statements. Bulletin B-14, Earnings per share, requires that entities must calculate and disclose diluted earnings per share regardless of whether they reflect a continuing operating loss. MFRS C-1, Cash and cash equivalents establishes that short term assets should include cash and cash equivalents, unless their usage is restricted to within the following twelve months or after its normal business cycle at the balance sheet date. Bulletin C-11, Stockholders equity and MFRS Interpretation 3, Initial application of MFRS provide that donations should be recognized in the income statement as income and not as part of the contributed equity in order to be consistent with the changes previously made in other MFRS. Bulletin C-15, Impairment in the long-lived assets value and their disposal specifies different concepts of long-lived assets intended to be sold and also provides that impairment losses in goodwill should not be reversed and establishes the guidelines for the presentation of impairment losses or reversal within the income statement.

F-45

Controladora Mabe, S. A. de C. V. and subsidiaries

Notes to the Consolidated Financial Statements At December 31, 2011 and 2010 and for the three years then ended
MFRS D-3, Employees benefits establishes that the expense for employees statutory profit sharing should be recognized in the same items as costs and expenses in which the entity recognizes the remaining employees benefits. These MFRS are not expected to substantially impact the financial information presented by the Company. Note 24 - Subsidiary guarantor information: The following supplemental condensed combining statements present: a. Combining balance sheets as of December 31, 2011 and 2010, and condensed combining income statements and statements of cash flows for each of the three years in the period ended December 31, 2011. b. Controladora Mabe, S.A. de C.V. (Parent), combined Guarantor Subsidiaries and combined NonGuarantor Susidiaries with their investments in subsidiaries accounted for using the equity method of accounting and, therefore, the Parent column reflects the equity income (loss) of its Guarantor Subsidiaries and Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Gurarantor Subsidiaries and Non-Guarantor Subsidiaries columns. Additionally, the Guarantor Subsidiaries column reflects the equity income (loss) of its Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Non-Guarantor Subsidiaries column. c. Elimination entries necessary to consolidate the Parent and all of its subsidiaries.

F-46

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Balance Sheet As of December 31, 2011
Thousands of US dollars

Assets Current assets: Cash and cash equivalents Accounts receivable: Clients - Net General Electric Company (Shareholder) Sundry receivables Tax receivables Inventories - Net Prepaid expenses Total current assets Property, machinery and equipment - Net Deferred income tax Investments in securities Goodwill Other assets - Net Derivative financial instruments Total assets Liabilities and Stockholders Equity Short-term liabilities: Current portion of long-term debt Notes and account payable to suppliers Factoring Other accounts payable and accrued expenses Taxes payable Derivative financial instruments Total short-term liabilities Long-term liabilities: Long-term debt Deferred income tax Employee benefits Warranties and other long-term liabilities Derivative financial instruments Total liabilities Stockholders equity: Capital stock Inflation adjustment to capital stock Additional paid-in capital Retained earnings Consolidated effect of deferred income tax Cumulative translation effects of foreign entities Valuation of derivative financial instruments Controlling interest Non-controlling interest Total stockholders equity Commintments and contingencies Subsequent event Total liabilities and stockholders equity

Parent company $ 68 229,575 5 35,774 265,421 1,019,592 52,416 (9,181) 2,295 $ 1,330,543

Combined guarantors $ 25,417 2,953,563 34,635 20,294 269,667 128,506 6 3,432,088 254,794 850,932 175,834 $ 4,713,647

Eliminations ($ 3,085,007) (3,085,007) (1,195,717) ($ 4,280,724)

Parent company and combined guarantors $ 25,485 98,131 34,635 20,299 305,441 128,506 6 612,502 254,794 674,806 52,416 166,653 2,295 $ 1,763,468

Non-Guarantors $ 54,190 602,708 4,378 85,285 15,872 304,231 7,135 1,073,799 379,294 37,219 75,327 197,983 183,997 $ 1,947,619

Eliminations $ (298,388) (7,328) (73,009) (280,094) (24,934) 18,679 (665,074) (438) 64,005 (740,134) 20,658 ($1,320,983)

Consolidated $ 79,675 402,451 31,685 32,575 41,219 407,803 25,820 1,021,228 633,650 101,224 10,000 250,399 371,308 2,295 $ 2,390,104

$ 310,830 5,789 63,735 641 380,995 550,000 (20,398) 17,927 928,524 47,497 330,916 37,917 48,966 (30,475) (32,802) 402,019 402,019 $1,330,543

21,429 2,784,732 275,601 57,477 189,802 1,372 3,330,413 128,571 2,533 4,440 51,975 3,517,932 642,392 666,469 440,520 (552,543) (1,121) 1,195,717 1,195,717 -

($ 3,085,007) (3,085,007) (3,085,007) (642,392) (666,469) (440,520) 552,543 1,121 (1,195,717) (1,195,717) ($4,280,724)

21,429 10,555 275,601 63,266 253,537 2,013 626,401 678,571 (17,865) 4,440 51,975 17,927 1,361,448 47,497 330,916 37,917 48,966 (30,475) (32,802) 402,019 402,019 -

53 773,140 116,564 238,156 46,070 1,173,983

($

53) (371,077) 9,690 (275,821) (637,261)

21,429 412,618 392,165 311,113 23,786 2,013 1,163,124 678,571 93,583 64,930 49,333 17,927 2,067,468 47,497 330,916 37,917 48,966 (30,475) (31,344) (1,457) 402,020 (79,384) 322,636 -_____

44,169 107,630 71,320 1,397,102 1,107,871 91,816 1,716 (879,654) 229,104 (336) 550,517 550,517 $1,947,619

67,279 (47,140) (73,962) (691,084) (1,107,871) (91,816) (1,716) 879,654 (227,646) (1,121) (550,516) (79,384) (629,901) ($1,320,983)

$4,713,647

$1,763,468

$2,390,104

F-47

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Balance Sheet December 31, 2010
Thousands of US dollars Assets Current assets: Cash and cash equivalents Accounts receivable: Clients - Net General Electric Co. (Shareholder) Sundry receivables Tax receivables Inventories - Net Prepaid expenses Total current assets Property, machinary and equipment - Net Deferred income tax Investments in securities Goodwill Other assets - Net Derivative financial instruments Total assets Liabilities and Stockholders Equity Short-term liabilities: Current portion of long-term debt Notes and accounts payable to suppliers Factoring Other accounts payable and accrued expenses Taxes payable Derivative financial instruments Total short-term liabilities Long-term liabilities Long-term debt Deferred income tax Employee benefits Warrantiesand other long-term liabilities Derivative financial instruments Total liabilities Stockholders equity: Capital stock Inflation adjustment to capital stock Additional paid-in capital Retained earnings Consolidated effect of deferred income tax Cumulative translation effects of foreing entities Valuation of derivative financial instruments Controlling interest Non-controlling interest Total stockholders equity Commintments and contingencies Subsequent event Total liabilities and stockholdersequity $ 1,349,123 $ 4,518,861 ($ 3,696,957) $ 2,171,027 $ 2,243,849 ($ 1,863,815) $ 2,551,062 $ 6,606 263,831 569 45,278 (33,449) 282,835 550,000 13,446 846,281 47,497 330,916 37,917 122,136 (30,475) (5,149) 502,842 502,842 $ 170,589 2,588,707 217,453 49,013 170,935 35,456 3,232,153 5,335 44,180 3,281,668 642,408 654,770 393,300 (455,049) 1,764 1,237,193 1,237,193 ($ 2,459,764) (2,459,764) (2,459,764) (642,408) (654,770) (393,300) 455,049 (1,764) (1,237,193) (1,237,193) $ 177,195 392,774 217,453 49,582 216,213 2,007 1,055,224 550,000 5,335 57,626 1,668,185 47,497 330,916 37,917 122,136 (30,475) (5,149) 502,842 502,842 $ 75,448 646,239 79,546 374,397 53,255 24,156 1,253,041 3,470 (7,095) 118,204 199,975 1,567,594 1,206,339 99,278 15,489 (759,781) 115,301 (371) 676,255 676,255 ($ 57,406) (676,420) (96,758) (249,249) (7,921) (1,087,753) 50,000 117,953 (33,351) (222,071) (1,175,222) (1,206,339) (99,278) (15,489) 759,781 (116,694) 1,765 (676,255) (12,337) (688,593) $ 195,237 362,593 296,999 327,221 20,219 18,242 1,220,511 603,470 110,858 90,188 35,530 2,060,557 47,497 330,916 37,917 122,136 (30,475) (6,543) 1,394 502,842 (12,337) 490,505 Parent company ($ 92) 245,883 37 49,695 295,523 1,003,010 52,416 (1,824) $ 1,349,124 Combined guarantors $ 20,796 2,754,129 16,738 32,497 214,928 143,197 378 3,182,663 356,946 850,689 128,563 $ 4,518,861 Eliminations ($ 2,459,764) (2,459,764) (1,237,193) ($ 3,696,957) Parent company and combined guarantors $ 20,704 540,248 16,738 32,534 264,623 143,197 378 1,018,422 356,946 616,506 52,416 126,739 $ 2,171,028 Non-Guarantors $ 91,886 593,148 4,283 163,920 9,997 348,842 1,351 1,213,426 420,961 41,287 56,598 197,983 313,595 $ 2,243,849 Eliminations $ (668,532) (10,266) (170,288) (194,386) (14,851) 10,610 (1,047,716) (5,238) 77,210 (663,104) (224,968) ($ 1,863,815) Consolidated $ 112,590 464,864 10,755 26,163 80,233 477,188 12,339 1,184,132 772,669 118,497 10,000 250,399 215,365 $ 2,551,062

F-48

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Income Statements December 31, 2011
Thousands of US dollars

Parent company Net sales: Domestic Export $ 8,678 8,678 Variable costs: Production costs Selling and administration expenses 3,679 3,679 Contribution margin Fixed expenses: Production cost Selling and administration expenses 4,999 1,021 (387) 634 Operating income Other expenses - Net Comprehensive financing cost - Net (Loss) income before income tax benfit (expense) and participation in the results of joint venture Income tax benefit (expense) Participation in the results of joint venture Consolidated net loss Distribution of consolidated net income (loss): (Loss) income from controlling interest Loss from non-controlling interest Consolidated net loss for year (140,217) ($140,217) 4,365 (3,257) (51,170) (43,548) 12,543 (109,212) (140,217))

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

$ 755,920 2,380,668 3,136,588 2,614,676 237,775 2,852,451 284,137 73,802 175,947 249,749 34,388 4,028 (18,756) 11,604 9,257 (1,028) 19,834

($ 607,765) (821,737) (1,429,502) (1,425,012) (3,981) (1,428,993) (509) (509) (509) (19,834) (19,834)

$ 156,833 1,558,931 1,715,764 1,189,664 237,472 1,427,136 288,628 74,823 175,052 249,875 38,753 770 (69,926) (31,943) 21,800 (130,074) (140,217)

$2,167,202 392,194 2,559,396 1,631,212 531,863 2,163,075 396,321 77,006 322,398 399,404 (3,083) 123,591 (49,252) (175,926) (19,371) 3,870 (191,427)

402,221 (1,016,999) (614,778) (101,713) (408,478) (510,191) (104,587) 10,331 (127,944) (117,613) 13,026 (52,625) 594 66,247 (99) 125,278 191,426

$2,726,257 934,125 3,660,382 2,719,163 360,855 3,080,018 580,364 162,160 369,506 531,666 48,698 71,736 (118,584) (141,622) 2,330 (925) ( 140,217)

19,834 $ 19,834

(19,834) $ (19,834)

($

140,217) -

(130,628) (9,980) ($ 140,608) $

197,675 (57,067) 140,608

(73,170) (67,047) ($ 140,217)

($ 140,217 )

F-49

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Income Statements December 31, 2010
Thousands of US dollars

Parent company Net sales: Domestic Export Variable costs: Production cost Selling and administration expenses $ 4,988 4,988 3,669 3,669 Contribution margin Fixed expenses: Production cost Selling and administration expenses 1,319 (376) (376) Operating income Other expenses - Net Comprehensive financing cost - Net (Loss) income before income tax benefit (expense) and participation in the results of joint venture Income tax benefit (expense) Participation in the results of joint venture Consolidated net loss Distribution of consolidated net income (loss): (Loss) income from controlling interest Loss from non- controlling interest Consolidated net loss for year (46,530) $ (46,530) 1,695 71,539 19,405 (50,439) 61,468 (57,559) $ (46,530)

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

$ 751,822 2,343,976 3,095,798 2,573,890 234,298 2,808,188 287,610 69,015 174,425 243,440 44,170 (70,232) (80,256) 34,146 15,204 4,226 $ 53,576

($ 591,622) (664,218) (1,255,840) (1,250,276) (4,163) (1,254,439) (1,401) (1,401) (1,401) (53,576) $ (53,576)

$ 165,188 1,679,758 1,844,946 1,323,614 233,804 1,557,418 287,528 69,015 172,648 241,663 45,865 1,307 (60,851) (16,293) 76,672 (106,909) $ (46,530)

$ 1,669,688 434,745 2,104,433 1,315,890 432,512 1,748,402 356,031 65,524 254,539 320,063 35,968 68,637 (53,421) (86,090) (10,983) (74,131) ($ 171,205)

$ 411,050 (1,151,874) (740,824) (283,949) (349,339) (633,288) (107,536) 8,569 (129,117) (120,548) 13,012 (4,221) (12,782) 4,451 (12,625) 179,377 $ 171,205

$ 2,245,926 962.629 3,208,555 2,355,555 316,977 2,672,532 536,023 143,108 298,070 441,178 94,845 65,723 (127,054) (97,932) 53,064 (1,662) ($ 46,530)

53,576 $ 53,576

(53,576) ($ 53,576) ($

(46,530) 46,530)

(171,205) (9,878) ($ 181,084)

234,570 (53,486) $ 181,084 ($

16,834 (63,364) 46,530)

F-50

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Income Statement December 31, 2009
Thousands of US dollars

Parent company Net sales: Domestic Export Variable costs: Production costs Selling and administration expenses $ 4,636 4,636 4,194 4,194 Contribution margin Fixed expenses: Production cost Selling and administration expenses 442 526 526 Operating income Other expenses - Net Comprehensive financing cost - Net (Loss) income before income tax benefit (expense) and participation in the results of joint venture Income tax benefit (expense) Participation in the results of join venture Consolidated net loss Distribution of consolidated net income (loss): (Loss) income from controlling interest Loss from non-controlling interest Consolidated net loss for year ( 3,829) ($ 3,829) (84) 373 575 118 (12,602) 8,655 ($ 3,829)

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

$ 1,218,653 1,515,507 2,734,160 2,266,640 180,126 2,446,766 287,394 67,896 131,535 199,431 87,963 (2,320) (28,008) 62,275 (22,396) 13,790 $ 53,668

($ 496,051) (614,580) (1,110,631) (1,105,517) (3,837) (1,109,354) (1,277) (1,277) (1,277) (53,668) ($ 53,668)

$ 727,238 900,927 1,628,165 1,161,123 180,483 1,341,606 286,559 67,896 130,784 198,680 87,879 (1,947) (27,433) 62,393 (34,999) (31,223) $ (3,829)

$1,779,203 329,642 2,108,845 1,336,823 409,971 1,746,794 362,051 67,853 231,245 299,098 62,954 30,179 (99,087) (66,312) 12,070 (2,027) ($ 56,271)

($

331,177) (277,882) (609,059) (222,658) (313,003) (535,661) (73,397) (2,554) (85,019) (87,572) 14,176 (7,627) 1,166 22,967 52 33,250

$2,175,264 952,688 3,127,952 2,275,288 277,451 2,552,739 575,213 133,195 277,011 410,206 165,007 20,605 (125,354) 19,048 (22,877) ($ 3,829)

56,271

53,668 $ 53,668

(53,668) $ (53,668) $

(3,829) (3,829) ($

(56,271) (3,169) 59,439) $

65,071 (5,632) 59,439 ($

4,971 (8,800) 3,829)

F-51

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
Thousands of US dollars

Parent company Operating activities (Loss) income before income tax and participation in the results of joint venture Items related to investing activities: Depreciation and amortization (Loss) gain on property, machinery and equipment Interest income Net foreign exchance loss Items related to financing activities: Interest expense ($ 43,548) 1,021 (11,048) 7,767 54,452 8,643 (Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payable and accrued expenses Income tax Employee benefits Net cash flows from (used in) operating activities Investing activities Acquisition of property, machinery and equipment Disposal (acquisition) of others assets Net cash flows from (used in) used investmenting activities 8,811 8,811 27,357 46,999 49,504 (7,855) 124,648

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

11,604 73,802 (897) (82,212) 6,316 94,652 103,266 (17,897) (117,222) 14,691 372 254,173 (257,885) 11,790 (895) (9,608)

($

31,944) 74,823 (897) (93,260) 14,083 149,103 111,909

($

175,926) 77,006 (29,689) (6,729) 83,919 (51,418) (95) 20,130 44,611 (5,784) 163,919 (492,726) (83,742) (10,574) (415,680)

66,248 10,330 102,367 (255) (101,655) 77,035 (2,938) (439,911) 10,082 (8,070) 305,343 556,479 81,042 (11,820) 567,242

($141,622) 162,159 (897) (20,582) 7,099 131,368 137,525 (20,930) 115,597 69,384 (13,482) 145,191 (54,076) 1,235 (23,289) 357,155

625,243 (625,243) 90,552 90,552

(17,897) 535,378 14,691 372 (324,071) (117,829) 3,935 (895) 205,593

65,566 49,709 115,275

65,566 58,520 124,086

(20,760) 371,774 351,014

(17,741) (590,338) (608,078)

27,065 (160,044) (132,979)

Financing activities Loans obtained Loan payments Interest paid Net cash flows used in financing activities Adjustments to cash flow from variations in foreign exchange rates and in inflation levels Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ (46,899) (46,899) (86,400) 161 (92) 69 $ 150,000 (170,591) (17,875) (38,465) (62,581) 4,621 20,796 25,417 $ 90,552 90,552 $ 150,000 (170,591) (64,774) (85,365) (148,981) 95,334 20,704 116,038 $ (78,116) (65,447) (143,563) 170,533 (37,697) 91,886 54,189 $ (49,715) (90,552) (90,552) 150,000 (248,707) (130,221) (228,928) (28,163) (32,915) 112,590 $ 79,675

F-52

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2010
Thousands of US dollars

Parent company Operating activities (Loss) income before income tax and participation in the results of joint venture Items related to investing activities: Depreciation and amortization (Loss) gain on property machinery and equipment Interest income Net foreign exchance loss Items related to financing activities: Interest expese ($ 50,439) (25,068) (48,805) 54,467 (69,844)

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

34,146 69,015 75 (159,024) 65,512 173,768 183,418

($

16,293) 69,015 75 (184,092) 16,707 228,235 113,573

($

86,090) 65,524 1,025 (22,394) 9,880 64,601 32,545

4,451 8,569 190,706 1,531 (179,449) 25,807

($ 97,932) 143,108 1,100 (15,780) 28,118 113,387 172,001

(Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payable and accrued expenses Income tax Employee benefits Net cash flows from (used in) operating activities Investing activities Acquisition of property, machinery and equipment Aquisition of business, net cash Disposals (Acquisition) of other assets Net cash flows from (used in) investing activities Financing activities Loans obtained Loan payments Dividends paid Interest paid Net cash flows used in financing activities Adjustments to cash flow from variations in foreign exchange rates and in inflation levels Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

235,960 20,327 (17,406) 61,468 230,505

1,731 1,115,678 8,934 1,492 (1,066,381) (423,277) 15,204 (3,541) (166,667)

($ 1,144,918) 1, 144,918 (93,975) (93,976)

1,731 206,720 8,934 1,492 98,863 (534,657) 76,672 (3,541) (30,139)

(126) 33,527 (50,243) 3,578 77,769 192,875 447,199 1,980 739,104

(5,142) (75,663) 17,080 (10,610) (189,587) 228,687 (575,070) 5,452 (579,044)

(3,537) 164,585 (24,229) (5,540) (12,955) (113,095) (51,199) 3,891 129,922

(35,599) (35,599)

(81,654) 174,481 92,828

(81,654) 138,882 57,229

(120,885) (215,906) (336,791)

95,272 (8,236) 17,374 104,409

(107,267) (8,236) (59,650) (175,153)

668,313 (710,482) (21,000) (49,620) (70,620) (125,357) (1,073) 981 $ (92) $ (22,884) (65,052) 60,052 (78,841) 99,637 20,797 $

(93,975) ( 93,975)

668,313 (710,482) (21,000) (72,504) (135,673) (65,306) (173,888) 100,618 $ ( 73,272)

40,542 (40,021) 520 (367,184) 35,650 56,237 $ 91,886 $ -

668,313 (669,941) (21,000) (112,525) (135,153) 136,121 (44,263) 156,853 $112,590

568,611 93,974 93,976

F-53

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
Thousands of US dollars

Parent company Operating activities (Loss) income before income tax and participation in the results of joint venture Items related to investing activities: Depreciation and amortization (Loss) gain on property, machinery and equipment Interest income Net foreign exchance loss Items related to financing activities: Interest expense $ 118 (8,061) (38,191) 45,678 (456) (Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payable and accrued expenses Income tax Employee benefits Net cash flows from (used in) operating activities Investing activities Acquisition of property, machinery and equipment Net cash flows from (used in) investing activities Financing activities Loans obtained Loan payments Dividends paid Interest paid Net cash flows used in financing activities Adjustments to cash flow from variations in foreign exchange rates and in inflation levels Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ 355,584 (3,000) 23,057 329,528 17,236 922 59 981 (269,305) (154,139) 90,661 (12,602) (345,842)

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

62,275 67,896 3,517 (210,194) 14,602 223,600 161,697 (3,257) (2,544,692) 24,020 (461) 3,426,809 (343,760) (22,396) (18,741) (679,218)

62,393 67,896 3,517 (218,255) (23,589) 269,278 161,240

($

66,312) 67,853 797 (12,511) 62,681 48,456 100,166 (4,158) (389,478) 77,039 (2,717) 450,577 (51,271) 327,993 27,576 536,523

22,967 (2,554) 222,704 (1,275) (222,596) 19,347 15,408 (397,514) 23,975 3,608 (53,294) 358,145 (262,783) 106 (293,101)

$ 19,048 133,195 4,314 (8,062) 37,817 95,138 281,450 7,993 3,690) 125,034 430 65,272 7,599 30,211 8,941 530,620

$ 3,604,681 (3,604,681) (46,176) (46,177)

(3,257) 790,684 24,020 (461) (332,011) (299,274) (34,999) (18,741) 287,199

(1,277) (1,277)

(1,277) (1,277)

(45,127) (45,127)

5,302 5,302

(41,103) (41,103)

85,316 (504,399) (28,844) (447,927) (206,457) 23,557 76,080 $ 99,637 $

(46,177) $

85,316 (148,815) (3,000) (51,901) (118,399) (189,220) 24,478 76,139 100,616 $

110,864 (345,816) (42,341) (277,293) (286,812) (72,710) 128,945 56,233 $ 333,977

196,180 (494,631) (3,000) (94,242) (395,693) (142,055) (48,231) 205,084 $156,853

46,176 46,176

F-54

Controladora Mabe, S.A. de C.V. and subsidiaries Condensed Consolidated Balance Sheets At March 31, 2012 (unaudited) and December 31, 2011
Thousands of US dollars At March 31, 2012 At December 31, 2011 At March 31, 2012 At December 31, 2011

Assets Current assets: Cash and cash equivalents Accounts receivable - Net General Electric Company (Shareholder) Inventories - Net (Note 6) Prepaid expenses Total current assets Property, machinery and equipment - Net (Note 7) Deferred income tax (Note 13) Investment in securities Goodwill Other assets - Net (Note 8) Derivative financial instruments (Note 5)

Liabilities and Stockholders Equity Short-term liabilities: Current portion of long-term debt (Note 9) Notes and accounts payable to suppliers Factoring (Note 10) Other accounts payable and accrued expenses Taxes payable Derivative financial instruments (Note 5) Total short-term liabilities

77,729 524,207 15,670 426,289 35,375 1,079,270 620,111 107,804 10,000 250,399 353,888 -

79,675 476,245 31,685 407,803 25,820 1,021,228

47,480 421,158 384,925 342,241 18,721 4,604 1,219,129

21,429 412,618 392,165 311,113 23,786 2,013 1,163,124

633,650 101,224 10,000 250,399 371,308 2,295 Long-term liabilities: Long-term debt (Note 9) Deferred income tax (Note 13) Employee benefits Warranties and other long-term liabilities Derivative financial instruments (Note 5) Total liabilities Stockholders equity (Note 11): Capital stock Inflation adjustment to capital stock Additional paid-in capital Retained earnings Consolidated effect of deferred income tax Cumulative translation effect of foreign entities Valuation of derivative financial instruments Controlling interest Non-controlling interest Total stockholders equity 657,147 91,642 64,653 43,768 28,603 2,104,942 678,571 93,583 64,930 49,333 17,927 2,067,468

47,497 330,916 37,917 43,709 (30,475) (20,674) (262) 408,628 (92,098) 316,530

47,497 330,916 37,917 48,966 (30,475) (31,344) (1,457) 402,020 (79,384) 322,636

Contingencies (Note 16) Total assets $ 2,421,472 $ 2,390,104 Total liabilities and stockholders equity

$ 2,421,472

$ 2,390,104

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-55

Controladora Mabe, S.A. de C.V. and subsidiaries Unaudited Condensed Consolidated Income Statements For the three months ended March 31, 2012 and 2011
THOUSANDS OF US DOLLARS

For the three months ended March 31, 2012 Net sales: Domestic Export 2011

$ 676,775 254,490 931,265

$ 641,956 211,618 853,574 629,396 84,007 713,403 140,171

Variable costs: Production costs Selling and administration expenses

681,619 93,470 775,089

Contribution margin Fixed expenses: Production costs Selling and administration expenses

156,176

35,104 96,474 131,578

36,270 95,292 131,562 8,609 8,470 (20,088)

Operating income Other expenses - Net (Note 15) Comprehensive financing cost - Net (Note 14) Loss before income tax benefit (expense) and participation in the results of joint venture Income tax benefit (expense) (Note 13) Participation in the results of joint venture

24,598 7,165 (37,116)

(19,683) 4,337 42

(19,949) (4,406) (110)

Consolidated net loss Distribution of consolidated net loss: Loss from controlling interest Loss from non-controlling interest Consolidated net loss for the period

(15,304)

(24,465)

(5,257) (10,047) ($ 15,304)

(10,549) (13,916) ($ 24,465)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-56

Controladora Mabe, S.A. de C.V. and subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2012 and 2011
Thousands of US dollars

Capital stock Inflation Historical adjustment Balances at December 31, 2010 Comprehensive loss for the year (Note 12) Balances at March 31, 2011 47,497 330,916

Additional paid-in capital 37,917

Retained earnings 122,136

Consolidated effect of deferred income tax (30,475)

Cumulative translation effects of foreign entities (6,543)

Valuation of derivative financial instruments 1,394

Controlling interest 502,842

Non-controlling interest (12,337)

Total 490,505

$ 47,497

$ 330,916

$ 37,917

(10,549) $ 111,587

($30,475) ($

6,101 442)

1,761 $ 3,155

(2,687) $ 500,155

(34,232) ($ 46,569)

(36,919) $ 453,586

Capital stock Inflation Historical adjustment Balances at December 31, 2011 Comprehensive loss for the year (Note 12) Balances at March 31, 2012 47,497 330,916

Additional paid-in capital 37,917

Retained earnings 48,966

Consolidated effect of deferred income tax (30,475)

Cumulative translation effects of foreign entities (31,344)

Valuation of derivative financial instruments (1,457)

Controlling interest 402,020

Non-controlling interest (79,384)

Total 322,636

$ 47,497

$ 330,916

$ 37,917

(5,257) $ 43,709

($30,475)

10,670 ($20,674) $

1,195 (262)

6,608 $ 408,628

(12,714) ($ 92,098)

(6,106) $ 316,530

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-57

Controladora Mabe, S.A. de C.V. and subsidiaries Unaudited Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2012 and 2011
Thousands of US dollars For the three months ended March 31, 2012 Operating activities Loss before income tax benefit (expense) and participation in the results of joint venture Items related to investing activities: Depreciation and amortization Interest income Net foreign exchange loss (gain) Items related to financing activities: Interest expense (Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payable and accrued expenses Income tax Employee benefits Net cash flows from operating activities Investing activities Acquisition of property, machinery and equipment Acquisition of other assets Net cash flows used in investing activities Financing activities Loans obtained Loan payments Interest paid Net cash flows used in financing activities Adjustments to cash flow from variations in foreign exchange rates and in inflation levels Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 4,627 (33,727) (29,100) 7,087 (1,946) 79,675 $ 77,729 (17,576) (28,959) (46,535) (16,972) (31,048) 112,592 $ 81,544 (13,080) (13,080) (27,918) (27,164) (55,082) ($ 19,683) 35,104 (7,908) 954 8,467 44,070 16,015 (40,053) (18,484) (9,555) 1,299 36,245 (4,580) (277) 33,147 ($ 19,949) 36,270 (6,937) (11,491) (2,107) 38,515 (8,198) (42,852) (710) 5,124 54,159 61,343 (8,434) (9,299) 87,541 2011

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-58

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
(Amounts expressed in thousands of US dollars) Note 1 - Company history, operations and significant events: Controladora Mabe, S.A. de C.V. and subsidiaries (the Company or Mabe) are engaged mainly in the manufacturing of ranges, refrigerators, dryers and washing machines, and distribution of built-in ovens and hoods, water coolers, dryers, dishwashers, microwave ovens and related parts and components in domestic and foreign markets. Since 1987, the Company has operated as an economic joint venture with General Electric Company (GE), which holds a 48.41% equity interest in the Company. Pursuant to the joint venture agreement, GE is also the main customer of the Company, based on aggregate product sales, licenses to the Company trademarks and patents for products offered and provides Mabe access to relevant technology used in the manufacturing of different products. Significant events At the beginning of 2012, Mabe Canada Inc. announced the decision to proceed with the gradual closing of the dryer manufacturing factory in Montreal. Approximately 700 workers will receive severance payment as production winds down gradually toward a scheduled close by the end of 2014. During this period, the productive assets will be transferred to a Mexican plant to cover the production of dryers. Note 2 - Basis of preparation: These condensed consolidated financial statements have been prepared in accordance with Mexican Financial Reporting Standards (MFRS) issued by the Mexican Financial Reporting Standards Board (Consejo Mexicano para la Investigacin y Desarrollo de Normas de Informacin Financiera or CINIF) for unaudited interim financial statements. For purposes of these condensed consolidated financial statements, certain information and disclosures, normally included in audited financial statements prepared in accordance with MFRS, have been condensed or omitted. These condensed consolidated financial statements are presented in US dollars, which is Mabes reporting currency, denoted by the symbol $. The condensed consolidated balance sheet data at December 31, 2011 was derived from Mabes audited financial statements, but does not include all disclosures required by MFRS for audited financial statements. These condensed consolidated financial statements are unaudited. In the opinion of Management, all adjustments (consisting principally of normal recurring adjustments) necessary for a fair presentation of these condensed consolidated financial statements have been included. The results of these interim periods are not necessarily indicative of results for the entire year. These condensed consolidated financial statements should be read in conjunction with Mabes audited consolidated financial statements and notes at December 31, 2011 and for the three years then ended. The Companys most significant accounting policies have been applied on a consistent basis for the three months ended March 31, 2012 and 2011. According to the provisions of MFRS B-10, Inflation effects (MFRS B-10), the Mexican economy is not in an inflationary environment, since there has been a cumulative inflation below 26% (threshold for defining if an economy should be considered as inflationary) in the most recent three year period (with the exception of Venezuela and Argentina). Therefore, at January 1, 2008, the recognition of the effects of inflation in the financial information is required to be discontinued (disconnection from inflationary accounting). Consequently, the figures in these financial statements at March 31, 2012 and December 31, 2011 are stated in historical Mexican pesos modified by the cumulative inflation effects on the financial information recognized up to December 31, 2007. The inflation rates are as follows: December 31, F-59

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
2011 3.82% 12.20% 2010 4.40% 15.19%

Inflation for the year Cumulative inflation in the last three years

Note 3 - Conversion process and adoption of International Financial Reporting Standards (IFRS): The adoption of IFRS may have effects on the financial position and results of operations of Mabe since the Company is currently finalizing the conversion of its financial statements pursuant to IFRS. Based on the result of the transition plan to date, Mabe has prepared estimated consolidated balance sheets at December 31, 2011 and March 31, 2012 considering January 1, 2011 as the expected transition date at which IFRS would replace MFRS as the accounting framework for Mabe. To prepare these estimated consolidated opening balance sheets, Mabe followed the requirements contained in MFRS 19, Changes arising from the adoption of International Financial Reporting Standards and applied the requirements of IFRS 1, First-time Adoption of International Financial Reporting Standards (IFRS 1), at the transition date, as follows: a) An entity will develop accounting policies based on standards and related interpretations effective at the reporting date of its first annual IFRS financial statements (i.e., December 31, 2012), and b) Such policies should be applied at the date of transition to IFRS (i.e., January 1, 2011) and throughout all periods presented in the first IFRS financial statements. The Internationl Accounting Standards Board (IASB) standards and IFRS Interpretations Committee (IFRIC) interpretations used to prepare these estimated consolidated opening balance sheets were issued and effective at March 31, 2012. The IASB standards and IFRIC interpretations that will be applicable at the date of the reporting of the first set of financial statement under IFRS for Mabe (i.e., December 31, 2012), including those that will be applicable on an optional basis, may differ from those applied in preparing these estimated consolidated opening balance sheets under IFRS. In order to determine the estimated consolidated opening balance sheets under IFRS, Mabe adjusted amounts previously reported in its financial statements prepared under MFRS, considering the following optional exceptions permitted by IFRS 1: OPTIONAL EXCEPTIONS UNDER IFRS 1 Exemption for determining the cumulative translation differences IFRS 1 allows cancellation of all cumulative losses and gains in the translation of the financial statements of subsidiaries located abroad and of investments accounted for by the equity method generated under MFRS. This exception makes it possible not to calculate the cumulative translation difference under IAS 21, The effects of changes in foreign exchange rates from the date on which the subsidiary or the investment accounted for by the equity method was established or acquired. Mabe has opted to recognize the translation effect in stockholders equity in retained earnings at the transition date. Exemption for fair value as deemed cost IFRS 1 allows measurement of a component of property, plant and equipment at fair value at the transition date to IFRS and use that fair value as the deemed cost, or use the restated book value determined under MFRS if that restated book value is comparable to: a) fair value; or b) cost or depreciated cost in accordance with IFRS, adjusted to recognize changes in an inflation index.

F-60

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
It must be determined, by country, in which periods the respective economies qualified as hyperinflationary under IAS 29, Financial Reporting in Hyper-Inflationary Economies (where the three-year inflation rate approaches or exceeds 100%). In accordance with IAS 16, Property, plant and equipment (IAS 16), subsequent measurement is made at either: cost less accumulated depreciation, less any impairment losses; or 2) fair value. The measurement must be applied consistently to each class of fixed asset. Mabe has preliminarily elected to use appraisal values for its most significant assets (property, machinery and equipment) and to allow minor assets to remain at book value under MFRS (computer equipment, office furniture and equipment, etc.) for initial recognition. For subsequent measurement, Mabe has opted to carry all property, machinery and equipment at cost less accumulated depreciation and accumulated impairment losses in accordance with IAS 16. Exemption for employee benefits In relation to defined benefit plans, IFRS 1 allows recognition of all unamortized accumulated actuarial gains and losses at the transition date to IFRS in retained earnings. If that option is not elected, IAS 19, Employee benefits (IAS 19) must be applied retroactively. If this option is elected, it must be applied to all plans. According to IAS 19, subsequent measurements are made under one of the following options: 1) corridor approach; 2) immediate recognition in Other Comprehensive Income (OCI) in stockholders equity; 3) immediate recognition in the income statement; and 4) early adoption of the amendments to IAS 19 issued in June 2011. The most significant change in the amendments to IAS 19 is that actuarial gains and losses (remeasurements) will be recognized immediately in OCI and will no longer be deferred using the corridor approach or recognized in income. Mabe has opted to recognize unamortized accumulated actuarial gains and losses at the transition date to IFRS in retained earnings. For subsequent measurement, Mabe has preliminarily opted to adopt the amendments to IAS 19 issued in June 2011. Exemption for investments in subsidiaries, jointly controlled entities and associates When an entity opts for the cost method rather than fair value for recognition of its investments in subsidiaries, joint venture and associates in its separate financial statements, IFRS 1 allows valuation of those investments by any of the following methods at the transition date: a) costs as per IAS 27, Consolidated and separate financial statements (IAS 27); or b) deemed cost. Deemed cost of these investments may be either i) fair value at the transition date in the separate financial statements of the entity; or ii) book value at that date used under MFRS. At the transition date, Mabe has opted to recognize investments in affiliates in its separate financial statements at the book value used under MFRS. Exemption for assets and liabilities of subsidiaries, associates and joint venture IFRS 1 makes it possible for the consolidated financial statements of a holding company adopting IFRS for the first time after the date on which they have been adopted by a subsidiary, to quantify the assets and liabilities of the subsidiary (or associate or joint venture) at the transition date, at the same book values of those items in the financial statements under IFRS of that subsidiary (or associate or joint venture), after consolidation and equity method adjustments and the effects of business combinations in cases where the holding company acquired the subsidiary. In cases in which IFRS are not allowed for certain foreign subsidiaries at the transition date, Mabe has opted for subsidiaries subsequently adopting IFRS to use the balances included in Mabes consolidated financial statements. This had no effect in the consolidated balance sheet at the transition date. Exemption for business combinations F-61

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
IFRS 1 allows prospective application of IFRS 3, Business combinations (IFRS 3) at the transition date or a specific date prior to the transition date. Any entity deciding to reestablish its acquisitions at a specific date prior to the transition date must include all acquisitions made during that period. This option makes it possible to avoid retroactive application involving the reestablishment of all business combinations occurred prior to the transition date. Mabe has opted not to reformulate business combinations recognized prior to the transition date, and therefore to prospectively apply IFRS 3. IFRS mandatory exceptions Set out below are the applicable mandatory exceptions in IFRS 1. a. Hedge accounting Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria under IFRS, at that date. All of the Companys hedge contracts satisfy the hedge accounting criteria as of January 1, 2011 and, consequently, these transactions are reflected as hedges in the Companys balance sheet. b. Estimates IFRS estimates at January 1, 2011 are consistent with the estimates at the same date made in conformity with MFRS. Additionally, the Company applied prospectively the following mandatory exceptions starting January 1, 2011: derecognition of financial assets and liabilities and non-controlling interest, with no significant effect, since the requirements under MFRS are the same. Set forth below is the estimated consolidated opening balance sheet of Mabe at December 31, 2011: Balance sheet Cash and cash equivalents Accounts receivable - Net Other accounts receivable and prepaid expenses Inventories - Net Property, machinery and equipment - Net Deferred income tax Investments in securities Goodwill and other assets - Net Total assets Current portion of long-term debt Other short-term accounts payable Long-term debt Employee benefits Deferred income tax Other long-term liabilities Total liabilities Total stockholders equity Total liabilities and stockholders equity Notes $ Balances MFRS 79,675 476,245 59,800 407,803 633,650 101,224 10,000 621,707 $2,390,104 $ Adjustments (1) Balances IFRS $ 79,675 476,245 59,800 407,803 1,009,313 101,224 10,000 621,707 $ 2,765,767

(a) (b)

$375,663

$375,663

21,429 1,141,695 678,571 (c) 64,930 (b) 93,583 67,260 2,067,468 (d), (e) 322,636 $2,390,104

$ 43,783 104,389 148,172 227,491 $375,663

21,429 1,141,695 678,571 108,713 197,972 67,260 2,215,640 550,127 $ 2,765,767

F-62

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
Set forth below is the estimated consolidated opening balance sheet of Mabe at March 31, 2012: Balance sheet Cash and cash equivalents Accounts receivable - Net Other accounts receivable and prepaid expenses Inventories - Net Property, machinery and equipment - Net Deferred income tax Investments in securities Goodwill and other assets - Net Total assets Current portion of long-term debt Other short-term accounts payable Long-term debt Employee benefits Deferred income tax Other long-term liabilities Total liabilities Total stockholders equity Total liabilities and stockholders equity Notes $ Balances MFRS 77,729 524,207 51,045 426,289 620,111 107,804 10,000 604,287 $ 2,421,472 Adjustments (1) Balances IFRS $ 77,729 524,207 51,045 426,289 990,811 107,804 10,000 604,287 $ 2,792,172

(a) (b)

$370,700

$370,700

47,480 1,171,649 657,147 (c) 64,653 (b) 91,642 72,371 2,104,942 (d), (e) 316,530 $ 2,421,472

$ 43,783 102,926 146,709 223,991 $370,700

47,480 1,171,649 657,147 108,436 194,568 72,371 2,251,651 540,521 $ 2,792,172

(1) The adjustments set forth above represent the Companys Managements best estimate at the date of issuance of these financial statements. Therefore, the information shown is preliminary and subject to changes that might arise from changes to certain options established under current IFRS or from the issuance of new IFRS. Notes At the date of issuance of these financial statements, the Companys Management is in the process of studying and adapting the main changes in Mabes accounting policies under IFRS, taking into consideration the following: a. Property, machinery and equipment - Mabe elected the IFRS 1 option which allows property, plant and equipment to be valued at fair value at the time of initial valuation (fair value or value recognized under MFRS at the transition date). In that regard, Mabe had the most significant land, buildings and machinery appraised in monetary terms by an independent appraiser. For all other property, plant and equipment, Mabe elected the other IFRS 1 option, which allows valuation under MFRS at the transition date, represented by historical cost plus restated values for all acquisitions until December 31, 2007, determined by applying the National Consumer Price Index (NCPI) factors to acquisition cost from the date of acquisition to December 31, 2007. Mabe has preliminarily opted to use appraisal values for its most significant assets (property, machinery and equipment) and allow minor assets to remain at book value under MFRS (computer equipment, office furniture and equipment, etc.). For subsequent measurements, Mabe has opted for cost less accumulated depreciation less any impairment losses. b. Deferred income taxes - Changes in deferred income tax represent the impact of deferred taxes on the adjustments necessary for the transition to IFRS. The principal effect corresponds to an increase in the deferred tax liability of revaluation of fixed assets.

F-63

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
c. Employee benefits - Under amendments to MFRS, liabilities for employee benefits would be amortized on a straight line basis over a five year period. At the transition date to IFRS, there is a remaining transition liability to be amortized in the future for such amendments. Under IFRS, these amendments do not apply; therefore, the reversal of the related effects is recognized in retained earnings. Mabe opted to recognize unamortized actuarial profits or losses at January 1, 2011 directly in stockholders equity at the transition date under IFRS 1 so as to be in line with the requirements of new IAS 19, which, although effective from January 1, 2013, allows early adoption. For the same reason, plan modifications were also recognized in stockholders equity. The changes include elimination of the corridor approach and differences in the presentation of pension expenses in different accounts, such as the portion of financing cost of the liability being recorded under financial costs and the actuarial gains and losses being recognized directly in OCI rather than in income. The liability for termination benefits recognized under MFRS is not allowed under IFRS unless a demonstrable commitment has been made i) to terminate an employee or group of employees prior to the regular retirement date, or ii) to pay a severance as a result of an offer made in order to persuade employees to resign. Therefore, Mabe will recognize that liability only when it has proposed the formal and detailed termination plan to the affected personnel. The amount recognized up to January 1, 2011 will therefore be eliminated. d. Effects of inflation - As mentioned in Note 2, under MFRS B-10, in order for an economy to qualify as hyperinflationary in Mexico, the three-year accumulated inflation must be 26% or more. Therefore, at January 1, 2008, Mabe ceased recognizing the effects of inflation in its financial information. Under IFRS, in order to recognize those effects, accumulated inflation over the most recent three-year period must be equal or greater than 100%. These inflationary effects did not exist in Mexico at January 1, 1998 and therefore Mabe will cancel the effects of inflation against retained earnings. Additionally, the company cancelled the effects of inflation in the other countries in which it has operations and the accumulated inflation over the most recent three-year period was not equal to or greater than 100%. e. Cumulative translation differences - In accordance with the option established in IFRS 1, Mabe opted to recognize the effect of translation on stockholders equity in retained earnings at the transition date in its opening balance under IFRS at January 1, 2011.

Note 4 - Summary of significant accounting policies MFRS requires the use of critical accounting estimates in the preparation of financial statements. Accordingly, Managements judgment is required to define the Companys accounting policies. a. Use of estimates The preparation of financial statements in conformity with MFRS requires Management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting years. Actual results could differ from those estimates. While Management believes that its estimates and assumptions are reasonable, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates underlying these financial statements include: (1) allowances for doubtful accounts and for obsolete inventory; (2) the valuation of derivative financial instruments and employee benefits liabilities; and (3) the present value of estimated future net cash flows. b. Consolidation

F-64

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
These condensed consolidated financial statements include those of Controladora Mabe, S.A. de C.V. and all entities in which it is the owner of 50% or more of the shares or exercises control. Control exists, when an entity has the power, directly or indirectly, to govern the operation, administrative and financial policies of an entity to obtain benefits from its activities. Investments in subsidiaries and all significant balances and transactions carried out among consolidated companies have been eliminated for effects of consolidation. The consolidation was carried out on the basis of the unaudited financial statements of the subsidiaries. At March 31, 2012 and December 31, 2011; the subsidiaries were:
% of ownership MXICO Mabe, S.A. de C.V. Leiser, S. de R.L. de C.V. Servej, S.A. de C.V. Mabe Integra, S.A. de C.V. Mabesud, S. de R.L. de C.V. Mabe Argentina, S.A. CANADA MC Commercial Inc. Mabe Canada Inc. CENTRAL AMERICA Mabe Guatemala, S.A. Mabe de El Salvador, S.A. de C.V. Mabe Panam, S.A. Mabe Honduras, S.A. de C.V. Electrodomsticos Mabeca, S.A. Atlas Elctrica, S.A. Atlas Industrial Group, S.A. Atlas Industrial, S.A. Cetrn de El Salvador, S.A. de C.V. Atlas Commercial & Investment, S.A. Atlas Distribuidora de Productos, S.A. Atlas Distribuidora de El Salvador, S.A. de C.V. Atlas Distribuidora de Guatemala, S.A. Atlas Distribuidora de Honduras, S.A. de C.V. Atlas Distribuidora de Nicaragua, S.A. Atlas del Caribe, S.A. Central American Marketing, S.A. ANDEAN COUNTRIES Mabe Colombia, S.A. Mabe Ecuador, S.A. Mabe Per, S.A. Mabe Venezuela, C.A. Comercial Mabe Chile, Ltda. BRAZIL Mabe Mercosur Participaes, Ltda. Mabe Comercial e Participaes, Ltda. Mabe Brasil Electrodomsticos, Ltda. ARGENTINA Kronen Internacional, S.A. 100% 100% 100% 100% 100% 100% 100% 75.97% 58.63% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

F-65

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
c. Adoption of new standards At January 1, 2012, the Company adopted the following standards: In December 2011, the CINIF issued Improvements to MFRS 2012 (Improvements 2012), MFRS B-3, "Comprehensive income statement" and MFRS B-4, "Statement of changes in stockholders' equity". MFRS B-3 and MFRS B-4 will become effective at January 1, 2013 and Improvements 2012, along with the provision of MFRS C-6, "Property, plant and equipment" related to the determination of the property, plant and equipment components became effective at January 1, 2012. MFRS B-3, Comprehensive income statement establishes the entitys choice of presenting comprehensive income either in one or two statements. In addition, MFRS B-3 specifies that other comprehensive income should be presented after net profit or loss, removes the concept of non-ordinary items and establishes the requirements that other income and expenses should be considered as such. MFRS B-4, Statement of changes in stockholders equity establishes the standards for the presentation of the statement of changes in stockholders equity as well as the required disclosures in the event that movements take place within stockholders equity. MFRS C-6, Property, plant and equipment establishes that it is mandatory to determine the components representative of property, plant and equipment in order to depreciate these components in accordance with their useful lives at January 1, 2012. Improvements 2012 include: MFRS A-7, Presentation and disclosure, requires that entities disclose additional details with respect to the nature and the amounts in the balance sheet at year end of the estimates and assumptions that have a significant risk or caused a material adjustment in the financial statements. Bulletin B-14, Earnings per share, requires that entities must calculate and disclose diluted earnings per share regardless of whether they reflect a continuing operating loss. MFRS C-1, Cash and cash equivalents establishes that short term assets should include cash and cash equivalents, unless their usage is restricted to within the following twelve months or after its normal business cycle at the balance sheet date. Bulletin C-11, Stockholders equity and MFRS Interpretation 3, Initial application of MFRS provide that donations should be recognized in the income statement as income and not as part of the contributed equity in order to be consistent with the changes previously made in other MFRS. Bulletin C-15, Impairment in the long-lived assets value and their disposal specifies different concepts of longlived assets intended to be sold and also provides that impairment losses in goodwill should not be reversed and establishes the guidelines for the presentation of impairment losses or reversal within the income statement. MFRS D-3, Employees benefits establishes that the expense for employees statutory profit sharing should be recognized in the same items as costs and expenses in which the entity recognizes the remaining employees benefits. These MFRS are not expected to substantially impact the financial information presented by the Company. d. Impairment of non-financial assets Management performs impairment tests for its property, machinery and equipment when certain events or circumstances suggest that the carrying value of these assets might not be recovered. Goodwill is tested at least annually or more regularly if events indicate that this is necessary.

F-66

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
The recoverable value is determined using the higher of the estimated discounted net cash flows expected to be generated by the assets or the net sales price. When appropriate, an impairment loss is recognized to the extent that the net book value exceeds the estimated recoverable value of the assets. Subsequently, to the extent that the estimated recoverable value of the assets exceeds the net book value, such impairment may be reduced or reversed, under certain circumstances. The net sales price is determined using market value or the price of transactions involving similar assets, less selling costs. These assets are subject to recognition of impairment, as well as the reversal of such impairment, when appropriate. At March 31, 2012 and December 31, 2011, there were no indications of impairment. Note 5 - Derivative financial instruments: The Company enters into derivative contracts for trading purposes (natural gas swap and aluminum and copper commodity). The Company also periodically enters into financial instrument contracts to economically hedge its exposure to changes in interest rates. At March 31, 2012, the Company had the following derivative financial instruments:
(Unaudited) Valuation at March 31, 2012 Financial instrument Short-term: For trading: Natural gas swap Aluminum and copper commodity For hedging: Interest rate cross swap Total short-term at March 31, 2012 Total short-term at December 31, 2011 Total non-current assets at December 31, 2011 Long-term: Interest rate cross swap Interest rate cross swap Total long-term at March 31, 2012 Total long-term at December 31, 2011 Interest rate Interest rate 2012 and 2014 2019 (10,098) (18,505) $ (28,603) ($ 17, 927) ($ 518) (13,296) ($13,296) ($18,739) ($ $ Interest rate 2012 (4,351) (4,604) 2,013) 2,295 (262) ($ 939) ($ ($ 2,778) (2,778) 280) MMBTU Metric Tons 300,000 3,121 December 2012 December 2012 ($ 212) (41) ($ 196) (66) Type of underlying asset Notional amount Comprehensive Comprehensive Maturity Assets (loss) financing date (liabilities)income cost

F-67

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
Note 6 - Inventories: (Unaudited) At March 31, 2012 Finished products Production in process Raw materials Allowance for obsolete inventory $ 248,962 14,590 143,977 (23,021) 384,508 Merchandise in transit 41,781 $ 426,289 Note 7 - Property, machinery and equipment: (Unaudited) At March 31, 2012 $ 288,621 1,549,635 41,700 15,383 7,869 1,903,208 Accumulated depreciation (1,380,364) 522,844 Construction in process Land $ 55,666 41,601 620,111 $ At December 31, 2011 $246,406 28,416 134,566 (21,407) 387,981 19,822 $407,803

At December 31, 2011 $ 288,621 1,560,885 41,805 15,688 7,393 1,914,392 (1,363,042) 551,350 40,699 41,601 633,650

Buildings and facilities Machinery and equipment Computer equipment Transportation equipment Office furniture and equipment

At March 31, 2012 and 2011, depreciation expense was $21,667 and $25,462, respectively, which is recognized in fixed production costs. Note 8 - Other assets: (Unaudited) At March 31, 2012 Unamortized expenses Balance at March 2012 Gross costs Accumulated amortization Net at March 31, 2012 $ 457,156 (215,078) $ 242,078 $184,604 (72,794) $ 111,810 (1) F-68 $ 119,248 (119,248) $ $ 761,008 (407,120) $ 353,888 Other Development costs Total

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
At December 31, 2011 Unamortized expenses $ 456,794 (202,536) $ 254,258 Other $184,604 (67,554) $ 117,050 Development costs $ 119,248 (119,248) $ Total $ 760,646 (389,338) $ 371,308

Balance at December 2011 Gross costs Accumulated amortization Net at December 31, 2011

(1) At March 31, 2012 and December 31, 2011, the Company had deposited $47,000 and $53,100, respectively in escrow accounts in respect of litigations in Brazil. At March 31, 2012 and March 31, 2011, amortization expense was $13,437 and $10,808, respectively, which is recognized in fixed production costs. Note 9 - Short and long-term debt: a. At March, 2012, long-term debt was comprised as follows: Maturity date Bond issuances (1) Other loans (2) Less - current portion 2015 - 2019 2014 At March 31, 2012 (Unaudited) $550,000 154,627 704,627 47,480 $ 657,147 b. Long-term debt maturities at March 31, 2012 were as follows: 2014 2015 2019 $ 107,147 200,000 350,000 At December 31, 2011 $550,000 150,000 700,000 21,429 $ 678,571

$657,147
(1)

At March 31, 2012 and December 31, 2011, the bonds issued by the Company were comprised as follows: $350 million of guaranteed senior notes at a fixed rate of 7.875% maturing on October 28, 2019. Interest payable semiannually starting on April 28, 2010. $200 million of guaranteed senior notes at a fixed rate of 6.50% maturing on November 17, 2015. Interest payable semiannually starting on June 15, 2006.

(2)

On June 23, 2011, the Company obtained from Deutsche Bank AG a loan denominated in US dollars bearing interest at the LIBOR rate, plus a 2% margin, payable quarterly and maturing on June 16, 2014.

F-69

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
The borrower under this agreement is Mabe, S.A. de C.V. The loan is guaranteed on a joint and several basis by Controladora Mabe, S.A. de C.V., Leiser, S. de R.L. de C.V., Mabe Mxico, S. de R.L. de C.V., MCM Americas, S. de R.L. de C.V. and MC Commercial Inc. Note 10 - Factoring: Subsidiaries of the Company have entered into factoring agreements with various suppliers, clients and financial institutions, to obtain credit lines for supporting finished product purchases by clients and payments of accounts payable to suppliers. According to the terms of these agreements, the Company has guaranteed payment to the lenders in the event that the borrowers are unable to cover their repayment obligations. At March 31, 2012 and December 31, 2011, the outstanding balances under these agreements amounted to $384,925 and $392,165, respectively . The fixed interest rate under each of these agreements is LIBOR plus a margin, applicable to monthly balances. Note 11 - Stockholders equity: The capital stock at March 31, 2012 was comprised as follows: Shares 100 Description Series A Represents fixed capital stock without withdrawal rights Series A-1: represents variable capital stock with withdrawal rights Series B-1: represents variable capital stock with withdrawal rights Series Lp: represents variable capital stock with withdrawal rights Total

213,370,048 199,764,852 16,000,000 429,135,000

The capital stock is comprised of nominal common shares, with no par value. Series A, A-1 and Lp represent 51% of the capital stock and acquisition thereof is restricted to Mexican nationals only. Series B-1 represents 49% of the capital stock and subscription thereof is unrestricted. Variable capital is unlimited. Note 12 - Comprehensive loss: The comprehensive loss for the three months ended March 31, 2012 and 2011 was comprised as follows: (Unaudited) For the three months ended March 31, 2012 Loss from controlling interest for the period ($ F-70 5,257) 2011 ($ 10,549)

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
Cumulative translation effect of foreign entities Valuation of derivative financial instruments, net of taxes Non-controlling interest Comprehensive loss for the period Note 13 - Income tax: For the three months ended March 31, 2012, the Company recorded a tax benefit of $4,337 as a result of the application of effective tax rate of the projected income tax for fiscal year 2012, which was estimated to be 30% of pre-tax income. For the three months ended March 31 2011, the Company recorded tax charges of $4,406 as a consequence of the application of the effective tax rate for fiscal year 2011, which was estimated to be 2% of pretax income. Note 14 - Comprehensive financing cost: Comprehensive financing cost was comprised as follows: For the three months ended March 31, 2012 Interest income Loss on monetary position Interest expense on bonds and loans Factoring discounts Bank fees and early payment discounts Net foreign exchange loss (gains) Total Note 15 - Other expenses: Other expenses were comprised as follows: (Unaudited) Three months ended March 31, 2012 Restructuring expenses Gain on sale of property, machinery and equipment Employees Statutory Profit Sharing $3,044 3,882 239 $ 7,165 Note 16 - Contingencies: The Company and its subsidiaries are party to a number of labor and adminsitrative lawsuits filed against them and to a number of tax claims, arising from the normal course of operations. The Company classifies the risk of an adverse ruling in such lawsuits as remote, possible or probable. Provisions for losses are recognized by the Company in its financial statements in connection with such procedures, reflecting potential losses considered F-71 2011 $5,507 2,631 332 $8,470 $ 7,908 (367) (14,490) (14,890) (14,690) (587) 2011 $ 6,937 (382) (17,607) (10,204) (10,704) 11,872 ($ 20,088) 10,670 1,195 (12,714) $ (6,106) 6,101 1,761 (34,232) ($ 36,919)

($ 37,116)

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
as probable, determined by the Companys Management and based on the opinion of its legal advisors, and regarding which probable losses are recognized or can be reasonably estimated. At March 31, 2012 the Company had reflected a provision of $48,300 ($50,700 in December 31, 2011) to cover these probable losses. Although there is no certainty as to the final outcome of such matters, the Company considers that any resulting liability would have no material effect on the consolidated financial position, on the consolidated results of operations, or on the consolidated cash flows. Note 17 - Financial information by segment: The Company manages and assesses its operations through four operating segments, which are Mexico, South America, Canada and Central America. The following is condensed financial information on the operating segments:
(Unaudited) For the three months ended March 31, 2012 Mexico Net sales Operating income Depreciation and amortization Interest expense - Net Total assets Total liabilities $ 361,792 $ $ $ 17,609 18,789 12,401 South America $ 404,970 $ $ $ 7,444 12,190 21,257 Canada $ 119,825 ($ $ $ 1,391) 2,652 2,364 Central America $ 44,678 $ $ $ 936 1,473 140 $ $ $ $ Total 931,265 24,598 35,104 36,162

$ 808,026 $ 1,102,056

$ 924,425 $ 712,437

$400,876 $ 189,576

$ 288,145 $ 100,873

$ 2, 421,472 $ 2,104,942

(Unaudited) For the three months ended March, 31 2011 Net sales Operating income Depreciation and amortization Interest expense - Net $ 344,732 $ $ $ 12,733 19,082 21,307 $356,408 ($ 1,072) $ 13,721 $ 9,266 $ 105,774 ($ $ $ 3,672) 2,382 873 $ 46,660 $ $ $ 620 1,085 132 $ $ $ $ 853,574 8,609 36,270 31,578

December 31, 2011 Total assets Total liabilities $ 1,077,099 $1,241,470 $ 756,929 $ 612,086 $407,366 $ 179,098 $ 148,710 $ 34,814 $ 2,390,104 $ 2,067,468

Note 18 - Financial statements issuance authorization: These condensed consolidated financial statements and notes were authorized for issuance on April 30, 2012, by Mr. Javier Burkle Elizondo, Vice President of Finance - Chief Financial Officer.

F-72

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Condensed Combining Statements of Cash Flows December 31, 2011
Note 19 - Subsidiary guarantor information: The following supplemental condensed combining statements present: a. Combining balance sheets at March 31, 2012, and condensed combining income statements and statements of cash flows for each of the three month periods ended March 31, 2012 and March 31, 2011. b. Controladora Mabe, S.A. de C.V. (Parent), combined Guarantor Subsidiaries and combined Non-Guarantor Susidiaries with their investments in subsidiaries accounted for using the equity method of accounting and, therefore, the Parent column reflects the equity income (loss) of its Guarantor Subsidiaries and NonGuarantor Subsidiaries, which are also separately reflected in the stand-alone Gurarantor Subsidiaries and Non-Guarantor Subsidiaries columns. Additionally, the Guarantor Subsidiaries column reflects the equity income (loss) of its Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone NonGuarantor Subsidiaries column. c. Elimination entries necessary to consolidate the Parent and all of its subsidiaries.

F-73

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Unaudited Condensed Combining Balance Sheet At March 31, 2012
Thousands of US dollars
Parent company Combined guarantors Parent company and combined guarantors

Assets

Eliminations

Non-Guarantors

Eliminations

Consolidated

Current assets: Cash and cash equivalents Accounts receivable - Net General Electric Company (Shareholder) Inventories - Net Prepaid expenses Total current assets Property, machinery and equipment - Net Deferred income tax Investments in securities Goodwill Other assets - Net Derivative financial instruments Total assets Liabilities and Stockholders Equity Short-term liabilities: Current portion of long-term debt Notes and accounts payable to suppliers Factoring Other accounts payable and accrued expenses Taxes payable Derivate financial instruments Total short-term liabilities Long-term liabilities: Long-term debt Deferred income tax Employee benefits Warranties and other long-term liabilities Derivative financial instruments Total liabilities Stockholders equity: Capital stock Inflation adjustment to capital stock Additional paid-in capital Retained earnings Consolidated effect of deferred income tax Cumulative traslation effect of foreign entities Valuation of derivative financial instruments Non-controlling interest Total stockholders equity Contingencies Total liabilities and stockholders equity

1,564 247,640 253,815 1,045,442 52,416 (5,419) -

23,934 3,284,319 18,351 135,312 5,223 3,467,139 357,975 44,921 850,925 180,132 -

($

2,902,594) (2,902,594) (1,299,476) 10,242 -

25,498 633,976 18,351 135,312 5,223 818,360 357,975 44,921 596,890 52,416 184,955 -

52,231 698,891 5,110 302,379 30,151 1,088,762 262,135 80,584 74,977 197,983 118,562 -

(808,660) (7,791) (11,402) (827,853) (17,700) (661,867) 50,372 -

77,729 524,207 15,670 426,289 35,375 1,079,270 620,111 107,805 10,000 250,399 353,888 -

$ 1,346,254

$ 4,901,092

($

4,191,828)

$ 2,055,518

$ 1,823,002

($ 1,457,048)

$ 2,421,472

324,027 17,462 37,344 378,833 550,000 (22,269) 31,062 937,626 47,497 330,916 37,917 43,710 (30,475) (20,937) 408,628 $ 1,346,254

42,829 2,969,370 264,566 75,836 3,534 3,356,135 107,147 3,166 2,810 99,150 33,207 3,601,616 642,392 666,469 623,043 (632,288) (140) 1,299,476 -

($

2,902,594) (2,902,594) 10,242 (2,892,352) (642,392) (666,469) (623,043) 632,288 140 (1,299,476) -

42,829 390,803 264,566 93,299 40,878 832,375 657,147 (19,103) 2,810 140,454 33,207 1,646,890 47,497 330,916 37,917 43,710 (30,475) (20,937) 408,628 -

4,652 774,831 120,358 222,080 35,411 (18,850) 1,138,481 47,580 62,696 149,020 1,397,778 1,003,473 91,816 (744,807) 74,864 (122) 425,224 -

($

744,476) 26,863 (57,568) 23,454 (751,726) 63,165 (853) (245,706) (4,604 (939,725) (1,003,474) (91,816) 744,807 (74,602) (140) (92,098) (517,323) -

47,480 421,158 384,924 342,241 18,721 4,604 1,219,129 657,147 91,642 64,653 43,768 28,603 2,104,942 47,497 330,916 37,917 43,709 (30,475) (20,674) (262) (92,098) 316,530 $ 2,421,472

4,901,092

($

4,191,828)

2,055,518

1,823,002

($

1,457,048)

F-74

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Unaudited Condensed Combining Income Statements For the three months ended March 31, 2012
Thousands of US dollars

Parent company

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

Net sales: Domestic Export

2,741 2,741

$ 165,186 640,052 805,239 677,335 52,891 730,226 75,013

($ 143,594) (239,181 (382,775) (381,693) (919) (382,612) (163)

24,333 400,871 425,205 295,642 52,763 348,405 76,800

$ 555,509 98,202 653,710 407,259 140,275 547,534 106,176

$ 96,932 (244,583) (147,651) (21,282) (99,568) (120,850) (26,801)

$ 676,775 254,490 931,265 681,619 93,470 775,089 156,176

Variable costs: Production costs Selling and administration expenses

791 791

Contribution margin Fixed expenses: Production costs Selling and administration expenses

1,950

336 336

19,103 45,701 64,804 10,210 (2,399) 2,463

(163) (163) -

19,103 45,873 64,976 11,824 (2,399) (18,942)

19,459 78,513 97,972 8,204 9,564 (15,380)

(3,458) (27,912) (31,371) 4,570 (2,794)

35,104 96,474 131,578 24,598 7,165 (37,116)

Operating income Other expenses - Net Comprehensive financing cost - Net Loss before income tax benefit (expense) and participation in the results of joint venture Income tax benefit (expense) Participation in the results of joint venture Consolidated net loss ($

1,614 (21,405)

(19,791) 4,488 15,303) $

15,072 (130) 14,942 $

(14,812) (14,812) ($

(4,719) (15,173) 15,173) ($

(16,739) 4,430 922 11,388)

1,776 (92) 9,574 $ 11,257 ($

(19,683) 4,337 42 15,304)

Loss from controlling interest Loss from non controlling interest Consolidated net loss for the period ($

(15,303) 15,303) $

14,942 14,942 ($

(14,812) 14,812)

(15,173) ($ 15,173) ($

(11,388) 139 11,248)

21,304 (10,186) $ 11,118 ($

(5,257) (10,047) 15,304)

F-75

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Unaudited Condensed Combining Income Statements For the three months ended March 31, 2011
Thousands of US dollars

Parent company

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

Net sales: Domestic Export

1,408 1,408

184,518 543,767 728,285

(152,662) (181,531) (334,193)

33,264 362,236 395,501

504,123 86,074 590,293

104,569 (236,692) (132,123)

641,956 211,618 853,574

Variable costs: Production costs

Selling and administration expenses

604,988 (333,077) 271,911 369,837 629,396 704 704

(12,352) 59,679 664,667 63,618 (975) (334,052) (141) 59,408 331,319 64,182 119,627 489,463 100,733 (95,028) (107,379) (24,744) 84,007 713,403 140,171

Contribution margin Fixed expenses: Production costs Selling and administration expenses

704

165 165

15,932 45,425 61,357 2,261 (476) (49,854)

(141) (141) 476 -

15,932 45,450 61,381 2,800 (657) (14,591)

21,405 81,821 103,226 (2,493) 8,057 (2,114)

(1,067) (31,978) (33,045) 8,301 1,070 (3,382)

36,270 95,292 131,562 8,609 8,470 (20,088)

Operating income Other expenses - Net Comprehensive financing cost - Net Loss before income tax benefit (expense) and participation in the results of joint venture Income tax benefit (expense) Participation in the results of joint venture Consolidated net loss $

539 (657) 35,263

36,459 (2,773) (58,151) (24,465) $

(47,117) (47,117) $

(476) 47,117 46,641 $

(11,134) (2,773) (11,034) (24,941) $

(12,664) (1,645) 10,947 (3,262) $

3,849 12 (23) 3,838 $

(19,949) (4,406) (110) (24,465)

Loss from controlling interest Loss from non- controlling interest Consolidated net loss for the period $

(24,465) (24,465) $

(47,117) (47,117) $

46,641 46,641 $

(24,941) (24,941) $

2,145 (4,058) (1,913) $

12,248 (9,859) 2,389 $

(10,549) (13,916) (24,465)

F-76

Controladora Mabe, S. A. de C. V. and subsidiaries Supplemental Unaudited Condensed Combining Statements of Cash Flows For the three months ended March 31, 2012
Thousands of US dollars

Parent company

Combined guarantors

Eliminations

Parent company and combined guarantors

Non-Guarantors

Eliminations

Consolidated

Operating activities: Loss before income tax benefit (expense) and participation in the results of joint venture tems related to investing activities: Depreciation and amortization Interest income Net foreign exchange loss (gain)

(19,791)

15,072

(4,719)

(16,666)

1,702

(19,683)

(2,885) 10,711

19,103 (288) (5,271)

19,103 (3,173) 5,440

19,459 (5,221) (7,930)

(3,458) 486 3,444

35,104 (7,908) 954

Items related to financing activities: Interest expense (Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payable and accrued expenses Income tax Employee benefits Net cash flows from (used in) operating activities Investing activities: Acquisition of property, machinery and equipment Net cash flow from (used in) investing activities Financing activities: Loans obtained Interest paid Net cash flows from financing activities Adjustment to cash flow from variations in foreign exchange rates and inflation levels Decrease in cash and cash equivalents Cash and cash equivalent at beginning of period Cash and cash equivalent at end of period $

13,580

4,067

17,647

29,038

(2,615)

44,070

(15,180) 13,197 14,336 (1,872)

16,284 (219,587) (6,806) (5,217) 173,603 74,885 (44,288) (1,630) 19,927

(182,413) 182,413 (191,069) (191,069)

16,284 (417,180) (6,806) (5,217) 369,213 (101,848) (46,160) (1,630) (159,046)

(732) 17,263 1,852 (23,016) 5,485 102,360 (141,638) (44,933) (64,679)

463 359,864 (13,530) 18,678 (373,399) 35,733 183,218 46,286 256,872

16,015 (40,053) (18,484) (9,555) 1,299 36,245 (4,580) (277) 33,147

12,096

(110,082) (110,082)

(110,082) (110,082)

98,389 98,389

(1,387) (1,387)

(13,080) (13,080)

(11,148) (11,148)

(4,125) (4,125)

15,250 15,250

(23) (23)

4,627 (33,704) (29,077)

4,627 (33,727) (29,100)

549 1,497 68 1,565 $

88,695 (5,585) 25,417 19,832 $ (175,819) (175,819) $

89,244 (179,907) 25,485 (154,422) $

(6,518) (1,885) 54,190 52,305 $

(75,639) 179,846 179,846 $

7,087 (1,946) 79,675 77,729

F-77

Thousands of US dollars Parent company Operating activities: Loss before income tax benefit (expense) and participation in the results of joint venture Items related to investing activities: Depreciation and amortization Interest income Net foreign exchange loss (gain) Items related to financing activities: Interest expense (Increase) decrease in: General Electric Company (Shareholder) Accounts receivable Inventories Prepaid expenses Notes and accounts payable to suppliers Other assets, other accounts payables and accrued expenses Income tax Employee benefits Net cash flows from (used in) operating activities Investing activities: Acquisition of property, machinery and equipment (Acquisition) disposal of other assets Net cash flows apply to (used in) investing activities Financing activities: Loan payments Interest paid Net cash flows used in financing activities Adjustments to cash flow from variations in foreign exchange rates and inflation levels Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ $ 36,459 (2,668) (46,313) 13,718 $ (47,117) 15,932 (377) 44,422 5,458 $ (476) $ (11,134) 15,932 (3,044) (1,891) 19,176 $ (12,664) 21,405 (8,423) (10,389) 20,470 $ 3,849 (1,067) 4,530 789 (1,131) $ (19,949) 36,270 (6,937) (11,491) 38,515 Combined guarantors Parent company and combined guarantors

Eliminations

Non-Guarantors

Eliminations

Consolidated

(83,133) 71,039 7,985 52,761 49,849 (7,354) (7,354)

753 (212,671) (8,647) 69 210,000 (199,531) 186,720 532 (4,456) 10,056 (68,058) (58,002)

516,121 (218,966) 212,393 (216,213) 292,859 (297,155) (297,155)

753 220,317 (8,647) 69 62,073 20,847 23,269 532 338,252 10,056 (372,567) (362,511)

(4,314) 76,447 14,648 (5,555) 150,395 (146,591) 41,497 830 137,852 33,305 (135,545) (102,241)

(4,637) (339,616) (6,711) 10,610 (158,309) 187,087 (73,200) (10,661) (388,562) (71,279) 480,948 409,671

(8,198) (42,852) (710) 5,124 54,159 61,343 (8,434) (9,299) 87,541 (27,918) (27,164) (55,082)

13,340 (13,128) 212 (48,682) (5,974) (92) (6,067) $

24,193 (5,520) 18,673 42,668 (1,118) 20,797 19,678 $

475 (3,821) (3,821) $

37,533 (18,648) 18,885 (5,538) (10,912) 20,705 9,792 $

(55,109) (10,311) (65,420) 5,854 (23,955) 91,887 67,933 $

(17,288) 3,819 3,819 $

(17,576) (28,959) (46,535) (16,972) (31,048) 112,592 81,544

F-78

The Trustee, Registrar, Paying Agent and Transfer Agent: The Bank of New York Mellon 101 Barclay Street, 4E New York, NY 10286 United States