Bond América Móvil 4.75% ( XS0519902851 ) in EUR

Issuer América Móvil
Market price 100 %  ▼ 
Country  Mexico
ISIN code  XS0519902851 ( in EUR )
Interest rate 4.75% per year ( payment 1 time a year)
Maturity 27/06/2022 - Bond has expired



Prospectus brochure of the bond America Movil XS0519902851 in EUR 4.75%, expired


Minimal amount 50 000 EUR
Total amount 750 000 000 EUR
Detailed description América Móvil is a leading telecommunications company in Latin America, offering mobile and fixed-line telephony, broadband internet, and pay television services.

The Bond issued by América Móvil ( Mexico ) , in EUR, with the ISIN code XS0519902851, pays a coupon of 4.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/06/2022







PROSPECTUS SUPPLEMENT
Calculation of Registration Fee
(To Prospectus Dated September 30, 2009)
This prospectus supplement constitutes a prospectus dated as of July 9, 2010 Aggregate
for purposes of the
Amount of
Luxembourg law dated
Title of Each Class of Securities Offered
Offering Price(1)
Registration Fee(2)
July 20, 2005 on Prospectuses for Securities.
2017 Euro Notes
U.S.$1,238,400,000
U.S.$ 88,297.92
2022 Euro Notes
U.S.$ 928,800,000
U.S.$ 66,223.44
Sterling Notes
U.S.$ 962,910,000
U.S.$ 68,655.48
Total
U.S.$3,130,110,000
U.S.$223,176.84
(1) The U.S. dollar equivalent of the aggregate offering price
América of the Euro
Móvil,Notes has been
S.A.B. calculated
de
using
C.V. the exchange rates for June 17, 2010
of U.S.$1.2384 = 1.00, as reported by Bloomberg. The U.S. dollar equivalent of the aggregate offering price of the Sterling Notes has been
1,000,000,000 3.75% Senior Notes due 2017
calculated using the exchange rates for June 17, 2010 of U.S.$1.4814 = £1.00, as reported by Bloomberg.
750,000,000 4.75% Senior Notes due 2022
(2) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
£650,000,000 5.75% Senior Notes due 2030
Unconditionally Guaranteed by
Radiomóvil Dipsa, S.A. de C.V.
We are offering 1,000,000,000 aggregate principal amount of our 3.75% senior notes due 2017 (the "2017 Euro Notes"),
750,000,000 aggregate principal amount of our 4.75% senior notes due 2022 (the "2022 Euro Notes" and, together with the 2017 Euro
Notes, the "Euro Notes") and £650,000,000 aggregate principal amount of our 5.75% senior notes due 2030 (the "Sterling Notes" and,
together with the Euro Notes, the "notes").
We will pay interest on each series of notes annually on June 28 of each year, beginning on June 28, 2011. The 2017 Euro Notes
will mature on June 28, 2017. The 2022 Euro Notes will mature on June 28, 2022. The Sterling Notes will mature on June 28, 2030.
Our wholly-owned subsidiary Radiomóvil Dipsa, S.A. de C.V., also known as "Telcel," has irrevocably and unconditionally agreed
to guarantee the payment of principal, premium, if any, interest and all other amounts in respect of the notes.
The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to
time outstanding. The guarantees will rank equally in right of payment with all of Telcel's other unsecured and unsubordinated debt
obligations from time to time outstanding.
In the event of certain changes in the applicable rate of Mexican withholding taxes on interest, we may redeem the notes of any
series, in whole but not in part, at a price equal to 100% of their principal amount plus accrued interest to the redemption date. We may
redeem, in whole or in part, the notes of any series at any time by paying the greater of the principal amount of the notes to be redeemed
and the applicable "make-whole" amount, plus accrued interest to the redemption date. See "Description of Notes--Optional
Redemption" in this prospectus supplement.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market of such Exchange. However, even if admission to listing is obtained, we will not be required to maintain it.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement and page 4 of
the accompanying prospectus.
Underwriting
Price to
Proceeds to
Price to Public(1)
Discounts
Underwriters
América Móvil(1)
2017 Euro Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.276%
0.20%
99.076%
990,760,000
2022 Euro Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98.902%
0.25%
98.652%
739,890,000
Sterling Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.003%
0.30%
98.703%
£641,569,500
(1) Plus accrued interest, if any, from June 28, 2010.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE SOLELY OUR
RESPONSIBILITY AND HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE COMISIÓN NACIONAL BANCARIA
Y DE VALORES (THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION, OR "CNBV"). THE TERMS
AND CONDITIONS OF THIS OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL PURPOSES ONLY
AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE
NOTES OR OUR SOLVENCY. THE NOTES MAY NOT BE OFFERED OR SOLD IN MEXICO, ABSENT AN AVAILABLE
EXCEPTION UNDER THE LEY DEL MERCADOS DE VALORES (MEXICAN SECURITIES LAW). IN MAKING AN
INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY ACQUIRE NOTES
FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND TELCEL.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Delivery of the notes was made in book-entry form on June 28, 2010 through the facilities of Clearstream Banking, société
anonyme ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear").
Joint Book-Running Managers (Euro Notes)
Deutsche Bank
BNP PARIBAS
HSBC
Co-Managers (Euro Notes)
Citi
J.P. Morgan
Morgan Stanley
Santander Global Banking and Markets
Joint Book-Running Managers (Sterling Notes)
Deutsche Bank
HSBC
Co-Managers (Sterling Notes)
BNP PARIBAS
J.P. Morgan
Santander Global Banking and Markets
The date of this prospectus supplement is July 9, 2010.


TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Acquisitions of Carso Global Telecom and Telmex Internacional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Selected Historical and Pro Forma Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-34
Form of Notes, Clearing and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-44
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-53
Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-53
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-54
Description of Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-56
Description of Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-57
PROSPECTUS
Page
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
América Móvil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Description of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Form of Securities, Clearing and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
We are responsible for the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference therein. We have not authorized anyone to give
you any other information, and we take no responsibility for any other information that others may give
you. This document may only be used where it is legal to sell these securities. The information appearing in
this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
therein may only be accurate as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.


PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere in this prospectus
supplement or the accompanying prospectus, including the documents incorporated by reference. You should
read carefully the entire prospectus supplement, the accompanying prospectus and the documents incorporated
by reference before making an investment decision.
América Móvil
We are the largest provider of wireless communications services in Latin America based on subscribers. As
of March 31, 2010, we had 206.4 million wireless subscribers in 18 countries, compared to 201.0 million at
year-end 2009 and 186.6 million as of March 31, 2009. Because our focus is on Latin America, a substantial
majority of our wireless subscribers are prepaid customers. We also had an aggregate of approximately
3.8 million fixed lines in Central America and the Caribbean as of March 31, 2010, making us the largest fixed-
line operator in Central America and the Caribbean based on the number of subscribers.
Our principal operations are:
·
Mexico. Through Radiomóvil Dipsa, S.A. de C.V., which operates under the name "Telcel," we
provide mobile telecommunications service in all nine regions in Mexico. As of March 31, 2010, we
had 60.3 million subscribers in Mexico. We are the largest provider of mobile telecommunications
services in Mexico.
·
Brazil. With approximately 45.6 million subscribers as of March 31, 2010, we are one of the three
largest providers of wireless telecommunications services in Brazil based on the number of subscribers.
We operate in Brazil through our subsidiaries, Claro S.A. and Americel S.A., under the unified brand
name "Claro." Our network covers the main cities in Brazil (including São Paulo and Rio de Janeiro).
·
Southern Cone. We provide wireless services in Argentina, Paraguay, Uruguay and Chile. As of
March 31, 2010, we had 22.5 million subscribers in the Southern Cone region. We operate under the
"Claro" brand in the region.
·
Colombia and Panama. We provide wireless services in Colombia under the "Comcel" brand. As of
March 31, 2010, we had 28.2 million wireless subscribers in Colombia and Panama. We are the largest
wireless provider in Colombia. We began providing wireless services in Panama in March 2009.
·
Andean Region. We provide wireless services in Peru and Ecuador. As of March 31, 2010, we had
18.5 million subscribers in the Andean region. We operate under the "Porta" brand in Ecuador and
under the "Claro" brand in Peru.
·
Central America. We provide fixed-line and wireless services in Guatemala, El Salvador, Honduras
and Nicaragua. Our Central American subsidiaries provide wireless services under the "Claro" brand.
As of March 31, 2010, our subsidiaries had 9.7 million wireless subscribers, over 2.3 million fixed-line
subscribers in Central America and 0.3 million broadband subscribers.
·
United States. Our U.S. subsidiary, TracFone Wireless Inc., or "Tracfone," is engaged in the sale and
distribution of prepaid wireless services and wireless phones throughout the United States, Puerto Rico
and the U.S. Virgin Islands. It had approximately 15.5 million subscribers as of March 31, 2010.
·
Caribbean. Compañía Dominicana de Teléfonos, C. por A., or "Codetel," is the largest
telecommunications service provider in the Dominican Republic with 5.0 million wireless subscribers,
0.8 million fixed-line subscribers and 0.2 million broadband subscribers as of March 31, 2010. We
provide fixed-line and broadband services in the Dominican Republic under the "Codetel" brand and
wireless services under the "Claro" brand.
S-1


·
Puerto Rico. Telecomunicaciones de Puerto Rico, Inc., or "TELPRI," through its subsidiaries, is the
largest telecommunications service provider in Puerto Rico with approximately 0.8 million fixed-line
subscribers and 0.8 million wireless subscribers as of March 31, 2010. We provide fixed-line and
broadband services in Puerto Rico under the "PRT" brand and wireless services under the "Claro"
brand.
·
Jamaica. Oceanic Digital Jamaica Limited, or "Oceanic," provides wireless and value added services
throughout Jamaica, with 0.5 million wireless subscribers as of March 31, 2010.
América Móvil, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws
of Mexico with its principal executive offices at Lago Alberto 366, Edificio Telcel I, Colonia Anáhuac,
Delegación Miguel Hidalgo, 11320, México D.F., México. Our telephone number at this location is
(5255) 2581-4449.
Acquisitions of Carso Global Telecom and Telmex Internacional
On June 16, 2010, we completed two separate but concurrent acquisitions (together, the "Acquisitions"):
·
We acquired 99.44% of the outstanding shares of Carso Global Telecom, S.A.B. de C.V. ("CGT" and
the related acquisition, the "CGT Acquisition") in exchange for América Móvil Series L Shares
("AMX L Shares"). The CGT Acquisition was made by means of a public exchange offer.
·
We acquired 93.56% of the outstanding Series L Shares ("TII L Shares") and Series A Shares ("TII A
Shares") of Telmex Internacional, S.A.B. de C.V. ("Telmex Internacional"), directly, in exchange for
cash and AMX L Shares (the "TII Acquisition") and, indirectly, through the CGT Acquisition. The TII
Acquisition was made by means of a public tender offer and exchange offer, in which holders of TII L
Shares and TII A Shares elected whether to receive cash or AMX L Shares.
Telmex Internacional provides a wide range of telecommunications services in Brazil, Colombia and other
countries in Latin America. CGT is a holding company with controlling interests in Telmex Internacional and
Teléfonos de México, S.A.B. de C.V. ("Telmex"), a leading Mexican telecommunications provider. We believe
that the Acquisitions will enable us to achieve synergies between our business and that of Telmex Internacional.
Of the TII A Shares and TII L Shares (including shares represented by American Depository Shares, or
"ADSs") tendered, cash elections were made with respect to approximately 2,297 million shares. On June 16,
2010, we paid approximately Ps.26,784 million (equivalent to approximately U.S.$2,126 million, based on the
June 16, 2010 exchange rate of Ps.12.5974 to U.S.$1.00) to tendering shareholders of Telmex Internacional who
elected to receive cash, and we issued approximately 1,349 million AMX L Shares (including AMX L Shares
represented by ADSs) to tendering shareholders of Telmex Internacional who elected to receive shares.
Tendering holders of Telmex Internacional ADSs are expected to receive cash or AMX L Shares in the form of
ADSs on June 18, 2010. We also issued approximately 7,089 million AMX L Shares (including AMX L Shares
represented by ADSs) to tendering shareholders of CGT.
As a result of the Acquisitions, América Móvil had 40,546,724,182 shares of capital stock outstanding as of
June 16, 2010.
S-2


Summary of the Offering
The following summary contains basic information about the notes and is not intended to be complete. It
does not contain all the information that is important to you. For a more complete understanding of the notes,
please refer to "Description of Notes" in this prospectus supplement and "Description of Debt Securities" in the
accompanying prospectus.
Notes Being Offered . . . . . . . . . . . . . . . 1,000,000,000 aggregate principal amount of 3.75% Senior Notes
due 2017.
750,000,000 aggregate principal amount of 4.75% Senior Notes due
2022.
£650,000,000 aggregate principal amount of 5.75% Senior Notes due
2030.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . América Móvil, S.A.B. de C.V.
Guarantor . . . . . . . . . . . . . . . . . . . . . . . Radiomóvil Dipsa, S.A. de C.V. (also known as "Telcel").
Issue Price . . . . . . . . . . . . . . . . . . . . . . . 99.276%, plus accrued interest, if any, from June 28, 2010 for the
2017 Euro Notes.
98.902%, plus accrued interest, if any, from June 28, 2010 for the
2022 Euro Notes.
99.003%, plus accrued interest, if any, from June 28, 2010 for the
Sterling Notes.
Maturity
. . . . . . . . . . . . . . . . . . . . . . . . The 2017 Euro Notes will mature on June 28, 2017.
The 2022 Euro Notes will mature on June 28, 2022.
The Sterling Notes will mature on June 28, 2030.
Interest Rate . . . . . . . . . . . . . . . . . . . . . . The 2017 Euro Notes will bear interest at the rate of 3.75% per year
from June 28, 2010.
The 2022 Euro Notes will bear interest at the rate of 4.75% per year
from June 28, 2010
The Sterling Notes will bear interest at the rate of 5.75% per year
from June 28, 2010
Interest Payment Dates . . . . . . . . . . . . Interest on each series of notes will be payable annually on June 28 of
each year, beginning on June 28, 2011.
Currencies of Payment . . . . . . . . . . . . . All payments of principal of and interest on the Euro Notes, including
any payments made upon any redemption of any Euro Notes, will be
made in euro.
All payments of principal of and interest on the Sterling Notes,
including any payments made upon any redemption of any Sterling
Notes, will be made in pounds sterling or, if the United Kingdom
adopts the euro, in euro.
Calculation of Interest . . . . . . . . . . . . . Interest will be computed on the basis of a 365-day year or 366-day
year, as applicable, and the actual number of days elapsed.
S-3


Guarantees . . . . . . . . . . . . . . . . . . . . . . . Payments of principal, premium, if any, interest and additional
amounts due under the notes will be irrevocably and unconditionally
guaranteed by Telcel.
Ranking . . . . . . . . . . . . . . . . . . . . . . . . . The notes will be our unsecured and unsubordinated obligations and
will rank equally in right of payment with all of our other existing and
future unsecured and unsubordinated debt. The guarantees will be
unsecured and unsubordinated obligations of Telcel and will rank
equally in right of payment with all other existing and future
unsecured and unsubordinated debt of Telcel. The notes and the
guarantees will be effectively subordinated to all of our and Telcel's
existing and future secured obligations and to all existing and future
indebtedness of our subsidiaries other than Telcel (including to the
debt obligations of Telmex Internacional, CGT, Telmex and their
respective subsidiaries). The notes do not restrict our ability or the
ability of Telcel or our other subsidiaries to incur additional
indebtedness in the future.
Payment of Additional Amounts . . . . . If you are not a resident of Mexico for tax purposes, payments of
interest on the notes to you will generally be subject to Mexican
withholding tax at a rate of 4.9% or, in certain circumstances, 10%.
See "Taxation--Mexican Tax Considerations" in this prospectus
supplement and in the accompanying prospectus. We will pay
additional amounts in respect of those payments of interest so that the
amount you receive after Mexican withholding tax is paid equals the
amount that you would have received if no such Mexican withholding
tax had been applicable, subject to some exceptions as described
under "Description of Notes--Payment of Additional Amounts" in
this prospectus supplement and "Description of Debt Securities--
Payment of Additional Amounts" in the accompanying prospectus.
Optional Redemption . . . . . . . . . . . . . . We may redeem any of the notes of any series at any time, in whole
or in part, by paying the greater of the principal amount of the notes
to be redeemed and the applicable "make-whole" amount, plus
accrued interest to the redemption date, as described under
"Description of Notes--Optional Redemption" in this prospectus
supplement and "Description of Debt Securities--Optional
Redemption" in the accompanying prospectus.
Tax Redemption . . . . . . . . . . . . . . . . . . If, due to changes in Mexican laws relating to Mexican withholding
taxes, we are obligated to pay additional amounts on the notes of any
series in excess of those attributable to a Mexican withholding tax
rate of 4.9%, we may redeem the outstanding notes of that series in
whole (but not in part) at any time, at a price equal to 100% of their
principal amount plus accrued interest to the redemption date.
Use of Proceeds . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sale of the notes for
general corporate purposes. See "Use of Proceeds" in this prospectus
supplement.
S-4


Further issuances . . . . . . . . . . . . . . . . . . We may, from time to time without the consent of holders of the
notes of a series, issue additional notes on the same terms and
conditions as the notes of that series, which additional notes will
increase the aggregate principal amount of, and will be consolidated
and form a single series with, the notes of that series.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . Application has been made to list the notes on the Official List of the
Luxembourg Stock Exchange for trading on the Euro MTF Market.
However, even if admission to listing is obtained, we will not be
required to maintain it.
Form and Denomination . . . . . . . . . . . The Euro Notes will be issued only in registered form without
coupons and in minimum denominations of 50,000 and integral
multiples of 1,000 in excess thereof.
The Sterling Notes will be issued only in registered form without
coupons and in minimum denominations of £50,000 and integral
multiples of £1,000 in excess thereof.
Except in limited circumstances, the notes will be issued in the form
of global notes. See "Form of Notes, Clearing and Settlement" in this
prospectus supplement. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will
be made only through, records maintained by Clearstream and
Euroclear.
Trustee, Registrar, Principal Paying
Agent, and Transfer Agent . . . . . . . The Bank of New York Mellon.
London Paying Agent and Transfer
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York Mellon.
Luxembourg Paying Agent and
Transfer Agent . . . . . . . . . . . . . . . . . The Bank of New York Mellon (Luxembourg) S.A.
Luxembourg Listing Agent . . . . . . . . . The Bank of New York Mellon (Luxembourg) S.A.
Governing Law . . . . . . . . . . . . . . . . . . . The base indenture, the supplemental indentures relating to the notes,
and the notes and guarantees will be governed by the laws of the State
of New York.
Risk Factors
. . . . . . . . . . . . . . . . . . . . . Before making an investment decision, prospective purchasers of
notes should consider carefully all of the information included or
incorporated by reference in this prospectus supplement and the
accompanying prospectus, including, in particular, the information
under "Risk Factors" beginning on page S-12 of this prospectus
supplement and in the accompanying prospectus.
S-5


PRESENTATION OF FINANCIAL INFORMATION
This prospectus supplement incorporates by reference our audited consolidated financial statements as of
December 31, 2008 and 2009 and for each of the three years ended December 31, 2007, 2008 and 2009. Our
consolidated financial statements have been prepared in accordance with Mexican Financial Reporting Standards
(Normas de Información Financiera Mexicanas, or "Mexican FRS") and are presented in Mexican pesos. The
financial statements of our non-Mexican subsidiaries have been adjusted to conform to Mexican FRS and
translated to Mexican pesos. See Note 2(a)(ii) to our audited consolidated financial statements incorporated by
reference to this prospectus supplement.
Mexican FRS differs in certain respects from generally accepted accounting principles in the United States
("U.S. GAAP"). Note 21 to the audited consolidated financial statements provides a description of the principal
differences between Mexican FRS and U.S. GAAP, as they relate to us, a reconciliation to U.S. GAAP of net
income and total shareholders' equity and a cash flow statement for the year ended December 31, 2007 under
U.S. GAAP.
Beginning with the year ended December 31, 2012, Mexican issuers with securities listed on a Mexican
securities exchange will be required to prepare financial statements in accordance with International Financial
Reporting Standards ("IFRS") as adopted by the International Accounting Standards Board ("IASB"). Issuers
may voluntarily report using IFRS before the change in the reporting standards becomes mandatory. We have
begun presenting financial statements in accordance with IFRS for the year ended December 31, 2010, with an
official IFRS adoption date as of December 31, 2010 and a transition date to IFRS of January 1, 2009. Our first
quarter 2010 unaudited condensed consolidated financial information incorporated by reference herein is
presented based on the IFRS that are currently in effect, which might be different from those that are actually in
effect at the December 31, 2010 adoption date. Accordingly, our first quarter 2010 unaudited condensed
consolidated financial information is preliminary and subject to change, and may not be comparable to our
annual financial information for 2009 and prior years. Our first quarter 2010 unaudited condensed consolidated
financial information contains an analysis of the main adjustments and reclassifications made by us in order to
restate in accordance with IFRS our financial information previously reported under Mexican FRS as of
March 31, 2009 and December 31, 2009 and for the three-month period ended March 31, 2009 and the year
ended December 31, 2009. See "Risk Factors--Risk Factors Relating to the Transition to IFRS."
This prospectus supplement incorporates by reference the audited consolidated financial statements of
Telmex Internacional as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and
2007 and unaudited interim financial information of Telmex Internacional as of and for the three-month period
ended March 31, 2010. Telmex Internacional's consolidated financial statements have been prepared in
accordance with Mexican FRS, which differ in certain respects from U.S. GAAP. Note 19 to Telmex
Internacional's audited consolidated financial statements provides a description of the principal differences
between Mexican FRS and U.S. GAAP, as they relate to it; a reconciliation to U.S. GAAP of net income and
total stockholders' equity; and condensed financial statements under U.S. GAAP.
This prospectus supplement incorporates by reference the audited consolidated financial statements of
Telmex as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007 and
unaudited interim financial information of Telmex as of and for the three-month period ended March 31, 2010.
Telmex's consolidated financial statements have been prepared in accordance with Mexican FRS, which differ in
certain respects from U.S. GAAP. Note 17 to Telmex's audited consolidated financial statements provides a
description of the principal differences between Mexican FRS and U.S. GAAP, as they relate to it; a
reconciliation to U.S. GAAP of net income and total stockholders' equity; and condensed financial statements
under U.S. GAAP.
S-6


This prospectus supplement incorporates by reference the unaudited pro forma condensed combined
financial information under Mexican FRS and U.S. GAAP, as indicated, as of December 31, 2009 and for the
years ended December 31, 2009, 2008 and 2007 for América Móvil, assuming the completion of the
Acquisitions.
References herein to "Mexican pesos" or "Ps." are to the lawful currency of Mexico. References herein to
"U.S. dollars" or "U.S.$" are to the lawful currency of the United States. References herein to "euro" or "" are
to the lawful currency of the member states of the European Monetary Union that have adopted or that will adopt
the single currency in accordance with the Treaty Establishing the European Community, as amended by the
Treaty on European Union. References herein to "pounds sterling" or "£" are to the lawful currency of the United
Kingdom.
This prospectus supplement contains translations of various Mexican peso amounts into U.S. dollars at
specified rates solely for your convenience. You should not construe these translations as representations by us
that the nominal Mexican peso or constant Mexican peso amounts actually represent the U.S. dollar amounts or
could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated U.S.
dollar amounts from constant Mexican pesos at the exchange rate of Ps.12.4640 to U.S.$1.00, which was the rate
reported by Banco de México for March 31, 2010, as published in the Official Gazette of the Federation (Diario
Oficial de la Federación, or "Official Gazette").
S-7


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus supplement incorporates important business and financial information about us that is not
included in or delivered with the prospectus supplement. The U.S. Securities and Exchange Commission ("SEC")
allows us to "incorporate by reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement, and certain later information that we file with the SEC will
automatically update and supersede this information. We incorporate by reference the following documents:
·
our annual report on Form 20-F for the year ended December 31, 2009, filed with the SEC on May 25,
2010 (SEC File No. 001-16269), which we refer to as the "América Móvil 2009 Form 20-F";
·
our report on Form 6-K, filed with the SEC on April 30, 2010 (SEC File No. 001-16269) containing
our unaudited consolidated interim financial information for the three-month period ended March 31,
2010;
·
our report on Form 6-K, filed with the SEC on May 18, 2010 (SEC File No. 001-16269) containing our
unaudited interim condensed consolidated financial statements as of March 31, 2010 and 2009 and
December 31, 2009 and for the three-month periods ended March 31, 2010 and 2009 prepared in
conformity with IFRS;
·
our report on Form 6-K, filed with the SEC on May 18, 2010 (SEC File No. 001-16269) containing our
unaudited pro forma condensed combined financial statements that give pro forma effect to the
Acquisitions, which we refer to as the "Pro Forma 6-K";
·
our press release containing the final results of the offers to acquire shares of CGT and Telmex
Internacional filed with the SEC on June 16, 2010 pursuant to Rule 425 under the Securities Act of
1933, as amended;
·
any of our future annual reports on Form 20-F filed with the SEC after the date of this prospectus
supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement;
·
any of our future reports on Form 6-K that we file with the SEC after the date of this prospectus
supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement that are identified in such reports as being incorporated by reference in our Registration
Statement on Form F-3 (SEC File No. 333-162217);
·
Telmex Internacional's report on Form 6-K filed with the SEC on March 24, 2010 (SEC File
No. 001-34086) containing Telmex Internacional's audited consolidated financial statements as of
December 31, 2009 and 2008 and for each of the years ended December 31, 2009, 2008 and 2007 and
Telmex Internacional's management's discussion and analysis of financial condition and results of
operations;
·
Telmex Internacional's report on Form 6-K, filed with the SEC on May 3, 2010 (SEC File
No. 001-34086) containing Telmex Internacional's interim financial information for the three-month
period ended March 31, 2010 prepared in conformity with Mexican FRS;
·
Telmex's report on Form 6-K filed with the SEC on March 24, 2010 (SEC File No. 001-32741)
containing Telmex's audited consolidated financial statements as of December 31, 2009 and 2008 and
for each of the years ended December 31, 2009, 2008 and 2007 and Telmex's management's
discussion and analysis of financial condition and results of operations; and
·
Telmex's report on Form 6-K, filed with the SEC on April 30, 2010 (SEC File No. 001-32741)
containing Telmex's interim financial information for the three-month period ended March 31, 2010
prepared in conformity with Mexican FRS.
S-8