Bond America Mobil 4.375% ( XS0812855277 ) in GBP

America Mobil

82.66 % ▼

Mexico

XS0812855277 ( in GBP )

4.375% per year ( payment 1 time a year)

06/08/2041

Prospectus brochure of the bond America Movil XS0812855277 en GBP 4.375%, maturity 06/08/2041

07/08/2026 ( In 325 days )

America Movil is a Mexican multinational telecommunications company, controlled by Carlos Slim, that stands as one of the world's largest providers of mobile, fixed-line, internet, and pay-TV services, with extensive operations primarily across Latin America.

The Bond issued by America Mobil ( Mexico ) , in GBP, with the ISIN code XS0812855277, pays a coupon of 4.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/08/2041

PROSPECTUS SUPPLEMENT
(To the Listing Prospectus Dated June 28, 2012)

América Móvil, S.A.B. de C.V.
£750,000,000 4.375% Senior Notes due 2041

We are offering £750,000,000 aggregate principal amount of our 4.375% senior notes due 2041 (the "notes"). We will pay
interest on the notes on August 7 of each year, beginning on August 7, 2013. The notes will mature on August 7, 2041.
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 notes will not be guaranteed by any of our subsidiaries.
In the event of certain changes in the applicable rate of Mexican withholding taxes on interest, we may redeem the notes, 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 at any time by paying the greater of the principal amount of the notes to be redeemed and the "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.
This Prospectus Supplement and the Prospectus dated June 28, 2012 constitute a prospectus for the purpose of the Luxembourg
law dated July 10th 2005, as amended, on Prospectuses for Securities. This Prospectus Supplement and the Prospectus dated June 28,
2012 may only be used for the purpose for which they have been published.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus
supplement and page 4 of the accompanying prospectus.

Underwriting
Price to
Proceeds to
Price to Public(1)
Discounts
Underwriter
América Móvil(1)

4.375% Senior Notes due 2041 .................. ....
97.828%

0.250%

97.578%
£ 731,835,000

(1)
Plus accrued interest, if any, from August 7, 2012.
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 ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES (MEXICAN
SECURITIES MARKET 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.
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 through the facilities of Clearstream Banking, société anonyme
("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear") on August 7, 2012.

Sole Book-Running Manager
Deutsche Bank
The date of this prospectus supplement is August 13, 2012

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

PROSPECTUS SUPPLEMENT SUMMARY .................................................................................................................................................
S-1
PRESENTATION OF FINANCIAL INFORMATION .......................................................................................................................................
S-6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..................................................................................................................
S-7
RISK FACTORS ....................................................................................................................................................................................
S-8
EXCHANGE RATES ..............................................................................................................................................................................
S-9
USE OF PROCEEDS .............................................................................................................................................................................. S-10
CAPITALIZATION ................................................................................................................................................................................. S-11
SELECTED AUDITED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................................................................
S-13
OPERATING AND FINANCIAL REVIEW AS OF JUNE 30, 2012 AND FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011 .................... S-16
RATIO OF EARNINGS TO FIXED CHARGES ............................................................................................................................................ S-21
DESCRIPTION OF NOTES ...................................................................................................................................................................... S-22
TAXATION .......................................................................................................................................................................................... S-26
UNDERWRITING .................................................................................................................................................................................. S-30
LISTING AND GENERAL INFORMATION ...............................................................................................................................................................................................
S-33
VALIDITY OF THE NOTES ................................................................................................................................................................ S-35
EXPERTS ............................................................................................................................................................................................. S-35
PROSPECTUS

Page

ABOUT THIS PROSPECTUS ................................................................................................................................................................
1
FORWARD-LOOKING STATEMENTS ......................................................................................................................................................
2
AMÉRICA MÓVIL ................................................................................................................................................................................
3
RISK FACTORS ....................................................................................................................................................................................
4
USE OF PROCEEDS ..............................................................................................................................................................................
4
DESCRIPTION OF DEBT SECURITIES .....................................................................................................................................................
5
DESCRIPTION OF WARRANTS ...............................................................................................................................................................
16
DESCRIPTION OF GUARANTEES ............................................................................................................................................................
17
FORM OF SECURITIES, CLEARING AND SETTLEMENT ............................................................................................................................
18
TAXATION ..........................................................................................................................................................................................
23
PLAN OF DISTRIBUTION .......................................................................................................................................................................
26
EXPERTS .............................................................................................................................................................................................
27
VALIDITY OF SECURITIES ................................................................................................................................................................
27
ENFORCEABILITY OF CIVIL LIABILITIES ...............................................................................................................................................
27
WHERE YOU CAN FIND MORE INFORMATION......................................................................................................................................
27
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................................................................................................................
28

We are responsible for the information contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference therein. Neither we nor the underwriter has authorized any person to give you any other
information, and neither we nor the underwriter takes any responsibility for any other information that others may give you.
This document may only be used where it is legal to sell these securities. You should not assume that the information contained
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate as of
any date other than their respective dates. Our business, financial condition, results of operations and prospects may have
changed since those dates. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.
In connection with the offering of the notes, Deutsche Bank AG, London Branch, or any person acting for it may over-
allot the notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which
might otherwise prevail. However, there is no assurance that Deutsche Bank AG, London Branch, or any person acting for it
will undertake any stabilization action. Any stabilization action may begin at any time after the adequate public disclosure of
the final terms of the offer of the notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the closing date and 60 days after the date of the allotment of the notes. Any stabilization action or over-allotment
must be conducted by Deutsche Bank AG, London Branch, or any person acting for it in accordance with all applicable laws
and regulations.

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail 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 provide telecommunications services in 18 countries. We are the largest provider of wireless communications services in
Latin America, based on the number of subscribers, with the largest market share in Mexico and the third-largest in Brazil, in each
case based on the number of subscribers. We also have major fixed-line operations in Mexico, Brazil and 12 other countries. The table
below provides a summary of the principal businesses we conduct and the principal brand names we use in each country where we
operated as of June 30, 2012.

Country
Principal Brands
Principal Businesses

Mexico
Telcel
Wireless
Telmex
Fixed line
Argentina
Claro
Wireless, fixed line
Brazil
Claro
Wireless
Embratel
Fixed line, satellite, Pay TV
Net
Pay TV
Chile
Claro
Wireless, fixed line, Pay TV
Colombia
Claro
Wireless, fixed line, Pay TV
Costa Rica
Claro
Wireless
Dominican Republic
Claro
Wireless, fixed line, Pay TV
Ecuador
Claro
Wireless, fixed line, Pay TV
El Salvador
Claro
Wireless, fixed line, Pay TV
Guatemala
Claro
Wireless, fixed line, Pay TV
Honduras
Claro
Wireless, fixed line, Pay TV
Nicaragua
Claro
Wireless, fixed line, Pay TV
Panama
Claro
Wireless, Pay TV
Paraguay
Claro
Wireless
Peru
Claro
Wireless, fixed line, Pay TV
Puerto Rico
Claro
Wireless, fixed line, Pay TV
Uruguay
Claro
Wireless, fixed line
United States
Tracfone
Wireless
S-1

The following table sets forth, as of June 30, 2012, the number of our wireless subscribers and our revenue generating units, or
"RGUs," in the countries where we operate. RGUs consist of fixed lines, broadband accesses and cable or direct-to-home pay
television ("Pay TV") units. The table includes total subscribers and RGUs of all of our consolidated subsidiaries and affiliates,
without adjustment where our equity interest is less than 100%.
The table reflects the geographic segments we use in our consolidated financial statements, including the following:
(a) Southern Cone refers to Argentina, Chile, Paraguay and Uruguay; (b) Andean Region refers to Ecuador and Peru; (c) Central
America and Caribbean refers to Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Puerto
Rico.

June 30, 2012
(in thousands)

Wireless subscribers:

Mexico ....................................................................................................
68,120
Brazil ......................................................................................................
62,966
Southern Cone ........................................................................................
27,089
Colombia ................................................................................................
29,375
Andean Region .......................................................................................
23,311
Central America and Caribbean ..............................................................
19,631
United States ...........................................................................................
21,337

Total wireless subscribers .......................................................................
251,829

RGUs:

Mexico ....................................................................................................
22,732
Brazil ......................................................................................................
26,288
Southern Cone ........................................................................................
1,411
Colombia ................................................................................................
3,891
Andean Region .......................................................................................
989
Central America and Caribbean ..............................................................
5,919

Total RGUs .............................................................................................
61,230

Our principal operations are:
·
Mexico Wireless. Our subsidiary Radiomóvil Dipsa, S.A. de C.V. ("Telcel"), which operates under the name Telcel, is the
largest provider of wireless telecommunications services in Mexico, based on the number of subscribers.
·
Mexico Fixed Line. Our subsidiary Teléfonos de México, S.A.B. de C.V. ("Telmex") is the only nationwide provider of
fixed-line telephony services in Mexico.
·
Brazil. Several of our subsidiaries operating under the unified brand Claro together constitute one of the three largest
providers of wireless telecommunications services in Brazil, based on the number of subscribers. Our subsidiary Embratel
Participações S.A., together with its subsidiaries, is one of the leading providers of telecommunications services in Brazil,
and our subsidiary Net Serviços de Comunicação, S.A. ("Net Serviços") is the largest cable television operator in Brazil.
Together they offer triple-play services in Brazil, with a cable television network that passed 15.3 million homes as of
June 30, 2012.
·
Southern Cone. We provide wireless telecommunications services in Argentina, Paraguay, Uruguay and Chile, operating
under the Claro brand. We also provide fixed-line telecommunications services in Argentina, Chile and Uruguay under
the Claro brand. In Chile, we offer nationwide Pay TV services under the Claro brand.
·
Colombia. We provide wireless telecommunications services under the Claro brand in Colombia, where we are the largest
wireless provider, based on the number of subscribers. We also provide fixed- line telecommunications and Pay TV
services in Colombia under the Claro brand, where our network passed 6.0 million homes as of June 30, 2012.
·
Andean Region. We provide wireless telecommunications services in Peru and Ecuador under the Claro brand. We also
provide fixed-line telecommunications and Pay TV services in Peru, where our network passed 821,000 homes, and
Ecuador, where our network passed 426,000 homes as of June 30, 2012.
·
Central America. We provide fixed-line and wireless telecommunications and Pay TV services in Guatemala, El Salvador,
Honduras and Nicaragua. We also provide wireless telecommunications and Pay TV services in Panama and wireless
telecommunications services in Costa Rica. Our Central American subsidiaries provide all services under the Claro brand.
S-2

·
United States. Our subsidiary TracFone Wireless Inc. 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.
·
Caribbean. We provide fixed-line, wireless telecommunications and Pay TV services in the Dominican Republic and
Puerto Rico, where we are the largest telecommunications services providers, based on the number of subscribers. Our
Caribbean subsidiaries provide all services under the Claro brand.
Recent Developments
Revocation of Fine Against Telcel by the Mexican Federal Antitrust Commission
On May 2, 2012, Telcel was notified of a resolution issued by the Mexican Federal Antitrust Commission (Comisión Federal de
Competencia, or "Cofeco") that revoked the Ps.11,989 million fine imposed by Cofeco in April 2011 for alleged monopolistic
practices in the mobile termination market. As a condition to the revocation of the fine, Telcel must comply with certain undertakings
that were proposed by it to Cofeco in March 2012. These undertakings are described in our annual report on Form 20-F for the year
ended December 31, 2011. Certain of the operators that were parties to that proceeding have challenged the revocation of the fine.
Investment in KPN
On May 29, 2012, our subsidiary AMOV Europa B.V. ("AMOV") commenced a partial tender offer in cash to all holders of
ordinary shares of Koninklijke KPN N.V. ("KPN"). KPN is the leading telecommunications service provider in The Netherlands,
which offers fixed-line and wireless telecommunications services, internet and Pay TV to consumers, and end-to-end
telecommunications services to business customers. AMOV offered to purchase up to the number of shares that would result in
AMOV and América Móvil holding 393,283,000 shares (representing a total of up to approximately 27.7% of all outstanding shares of
KPN). The offer was subject to Dutch disclosure and procedural requirements, which differ from those of the United States. We
purchased shares of KPN prior to commencing and during the offer, and as of June 27, 2012, América Móvil and AMOV held a total
of 353,283,000 shares of KPN, representing 24.9% of the outstanding shares of KPN. The offer expired on June 27, 2012, and more
than a sufficient number of shares needed for us to reach the maximum ownership amount of 27.7% of the outstanding shares was
tendered. Upon closing of the tender offer, the total aggregate cost of our investment in KPN is expected to be approximately 3,070
million (Ps.53,255 million).
Investment in Telekom Austria
On June 15, 2012, we agreed to acquire approximately 21% of the outstanding shares of Telekom Austria AG ("Telekom
Austria") from Marathon Zwei Beteiligungs GmbH, a wholly-owned subsidiary of RPR Privatstiftung, a private trust established by
Mr. Ronny Pecik. Under the agreement, we acquired 5% of the outstanding shares of Telekom Austria, and upon receipt of certain
governmental approvals and other authorizations customary in this type of transaction, we have the right to acquire additional shares
representing approximately 16% of the outstanding shares of Telekom Austria. We have not disclosed the price of this acquisition, but
based on recent market prices of Telekom Austria shares the total purchase price would be approximately 875 million (Ps.15.0
billion). The acquisition of the additional shares is expected to close during 2012. Telekom Austria is the largest telecommunications
company in Austria, and also provides telecommunications services in Belarus, Bulgaria, Croatia, Liechtenstein, Macedonia, Serbia
and Slovenia.
Acquisition of Simple Mobile, Inc.
On June 19, 2012, our subsidiary Tracfone Wireless Inc. acquired 100% of the mobile virtual network business of Simple
Mobile, Inc. for approximately U.S.$118 million (Ps.1,652 million). Simple Mobile, Inc. is one of the fastest growing mobile virtual
network operators (MVNOs) in the United States, with more than 2.5 million customer activations.

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 Zurich 245, Edificio Telcel, Colonia Granada Ampliación, Delegación Miguel Hidalgo, 11529,
México D.F., México. Our telephone number at this location is (5255) 2581-4449.

S-3

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 description of the terms and conditions of the notes, see "Description of
Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

Issuer
América Móvil, S.A.B. de C.V.

Notes Offered
£750,000,000 aggregate principal amount of 4.375% Senior Notes due 2041.

Issue Price

97.828%, plus accrued interest, if any, from August 7, 2012.

Issue Date

The notes will be issued on August 7, 2012.

Maturity

The notes will mature on August 7, 2041.

Interest Rate

The notes will bear interest at the rate of 4.375% per year from August 7, 2012.

Interest Payment Dates
Interest on the notes will be payable on August 7 of each year, beginning on
August 7, 2013.

Currency of Payment

All payments of principal of and premium, if any, and interest on the 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.

Ranking

The notes will be our unsecured and unsubordinated obligations and will rank
equally in right of payment with all of our other unsecured and unsubordinated
debt. The notes will be effectively subordinated to all of our existing and future
secured obligations and to all existing and future liabilities of our subsidiaries. All
of our outstanding debt securities that were issued in the Mexican and international
markets through mid-September 2011 are unconditionally guaranteed by Telcel.
Accordingly, the holders of those outstanding debt securities will have priority
over the holders of the notes with respect to claims to the assets of Telcel. The
notes do not restrict our ability or the ability of our subsidiaries to incur additional
indebtedness in the future.

As of June 30, 2012, we had, on an unconsolidated basis (parent company only),
unsecured and unsubordinated indebtedness of (a) approximately Ps.326.4 billion
(U.S.$23.9 billion) excluding guarantees of subsidiaries' indebtedness and (b)

approximately Ps.337.3 billion (U.S.$24.7 billion) including guarantees of
subsidiaries' indebtedness. As of June 30, 2012, our subsidiaries had indebtedness
(excluding guarantees of indebtedness of us and our other subsidiaries) of
approximately Ps.97.7 billion (U.S.$7.1 billion).

Use of Proceeds
We intend to apply the net proceeds from the sale of the notes for the repayment of
outstanding indebtedness during the balance of 2012. See "Use of Proceeds" in this
prospectus supplement.

Further Issuances

We may, from time to time without the consent of holders of the notes, issue
additional notes on the same terms and conditions as the notes, which additional
notes will increase the aggregate principal amount of, and will be consolidated and
form a single series with, the notes.
S-4

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%.
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 the notes at any time in whole or in part by paying the greater of
the principal amount of the notes to be redeemed and the "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 in excess of those attributable to a
Mexican withholding tax rate of 4.9%, we may redeem the outstanding notes, 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.

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.

ISIN, Common Code and WKN
The ISIN for the notes is XS0812855277. The Common Code for the notes is
081285527. The WKN for the notes is A1G73T.

Form and Denomination

The notes will be issued only in registered form without coupons and in minimum
denominations of £100,000 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 Securities, Clearing and Settlement--Debt Securities
Denominated in a Currency other than U.S. Dollars" in the accompanying

prospectus. 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 London Branch.

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 indenture, the supplemental indenture relating to the notes and the notes 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 in this prospectus supplement and
the accompanying prospectus, including, in particular, the information under "Risk
Factors" in this prospectus supplement and the accompanying prospectus.

S-5

PRESENTATION OF FINANCIAL INFORMATION
This prospectus supplement incorporates by reference our audited consolidated financial statements as of December 31, 2010
and 2011 and for each of the years ended December 31, 2009, 2010 and 2011, which are included in our annual report on Form 20-F
for the year ended December 31, 2011, and our unaudited consolidated financial data as of March 31, 2012 and for the three months
ended March 31, 2011 and 2012, which are included in our report on Form 6-K filed with the U.S. Securities and Exchange
Commission (the "SEC") on June 28, 2012. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.
This prospectus supplement also includes our unaudited consolidated financial data as of June 30, 2012 and for the six months ended
June 30, 2011 and 2012. Our consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards ("IFRS") as issued by the International Accounting Standards Board as of December 31, 2011. Our consolidated
financial statements are presented in Mexican pesos. Our date of transition to IFRS was January 1, 2009. The financial statements of
our non-Mexican subsidiaries have been translated to Mexican pesos. Note 2(b)(ii) to our audited consolidated financial statements
describes how we translate the financial statements of our non-Mexican subsidiaries.
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 "pounds sterling" or "£" are to the lawful currency of the
United Kingdom. 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.
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 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 Mexican pesos at the exchange rate of Ps.13.6652 to U.S.$1.00, which was the rate reported by
Banco de México for June 30, 2012, as published in the Mexican Official Gazette of the Federation (Diario Oficial de la Federación,
or "Official Gazette").

S-6

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus supplement incorporates important information about us that is not included in or delivered with the prospectus
supplement. The 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, 2011, filed with the SEC on April 30, 2012 (SEC File
No. 001-16269) ("our 2011 Form 20-F");
·
our report on Form 6-K, filed with the SEC on June 28, 2012 (SEC File No. 001-16269), containing financial information
and our operating and financial review as of March 31, 2012 and for the three months ended March 31, 2012 and 2011;
·
any 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; and
·
any 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. 333-182394).
Any statement contained in any of the foregoing documents shall be deemed to be modified or superseded for purposes of this
prospectus supplement to the extent that a statement contained in this prospectus supplement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement.
You may request a copy of any and all of the information that has been incorporated by reference in this prospectus supplement
and that has not been delivered with this prospectus supplement, at no cost, by writing or telephoning us at Lago Zurich 245, Edificio
Telcel, Colonia Granada Ampliación, Delegación Miguel Hidalgo, 11529, México D.F., México, Attention: Investor Relations,
telephone (5255) 2581-4449.
We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and
regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public
Reference Room at 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at
the SEC's web site at www.sec.gov.

S-7

RISK FACTORS
You should refer to the risk factors discussed under "Risk Factors" in the accompanying prospectus and "Item 3--Risk Factors"
in our 2011 Form 20-F incorporated by reference in this prospectus supplement.

S-8