Obbligazione América Móvil 6.375% ( XS0969342384 ) in GBP

Emittente América Móvil
Prezzo di mercato refresh price now   100 GBP  ▼ 
Paese  Messico
Codice isin  XS0969342384 ( in GBP )
Tasso d'interesse 6.375% per anno ( pagato 1 volta l'anno)
Scadenza 05/09/2073



Prospetto opuscolo dell'obbligazione America Movil XS0969342384 en GBP 6.375%, scadenza 05/09/2073


Importo minimo 100 000 GBP
Importo totale 550 000 000 GBP
Coupon successivo 06/09/2025 ( In 53 giorni )
Descrizione dettagliata América Móvil è una compagnia di telecomunicazioni multinazionale messicana che opera in Nord America, America Latina ed Europa, offrendo servizi di telefonia mobile, fissa, internet e televisione.

The Obbligazione issued by América Móvil ( Mexico ) , in GBP, with the ISIN code XS0969342384, pays a coupon of 6.375% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 05/09/2073










OFFERING MEMORANDUM



América Móvil, S.A.B. de C.V.
900,000,000 Euro NC5 (Euro Series A) Capital Securities due 2073
550,000,000 Euro NC10 (Euro Series B) Capital Securities due 2073
£550,000,000 GBP NC7 Capital Securities due 2073

Issue Price:
99.463% plus accrued interest, if any, from September 6, 2013 in respect of the Euro Series A Notes
98.980% plus accrued interest, if any, from September 6, 2013 in respect of the Euro Series B Notes
99.437% plus accrued interest, if any, from September 6, 2013 in respect of the GBP Notes

We are offering 900,000,000 aggregate principal amount of our Euro NC5 (Euro Series A) Capital Securities due 2073 (the "Euro Series A Notes"), 550,000,000
aggregate principal amount of our Euro NC10 (Euro Series B) Capital Securities due 2073 (the "Euro Series B Notes" and, together with the Euro Series A Notes, the "Euro
Notes"), and £550,000,000 aggregate principal amount of our GBP NC7 Capital Securities due 2073 (the "GBP Notes" and, together with the Euro Notes, the "notes"), which will
be issued pursuant to an indenture, as supplemented by a supplemental indenture, between us and The Bank of New York Mellon, as trustee. The notes will each constitute a
separate series of debt securities under the indenture.
The notes will mature on September 6, 2073 (as applicable to each series of notes, the "Stated Maturity"), unless earlier redeemed by us. However, at our option, we may
redeem any series of notes, in whole but not in part, at their aggregate principal amount, together with any accrued and unpaid interest and any deferred interest (and interest
thereon), on the First Call Date (as defined herein) applicable to such series and on every fifth anniversary thereafter. We may also redeem any series of notes, in whole but not in
part, upon the occurrence of certain ratings, tax and certain other events at the redemption prices set forth in this offering memorandum. Subject to our right to defer payment of
interest, interest on the notes will be payable annually in arrears on September 6 of each year, beginning on September 6, 2014.
As more fully described in this offering memorandum, we may defer interest payments on any series of notes for any period of time; provided that any such deferred
payments will themselves bear interest at the same rate as the principal amount of such series of notes, and will become due and payable on Mandatory Payment Dates (as defined
herein).
The Euro Series A Notes will bear interest on their principal amount from (and including) the issue date to (but excluding) September 6, 2018 at a rate of 5.125% per annum.
Thereafter, to but excluding the maturity date, the Euro Series A Notes will bear interest at a rate equal to, in respect of each Reset Period (as defined herein), the Euro 5 Year
Swap Rate (as defined herein) plus (A) in respect of the Reset Period commencing on September 6, 2018, 3.85% per year; (B) in respect of the Reset Periods commencing on
September 6, 2023, September 6, 2028 and September 6, 2033, 4.10% per year; and (C) in respect of any other Reset Period, 4.85% per year.
The Euro Series B Notes will bear interest on their principal amount from (and including) the issue date to (but excluding) September 6, 2023 at a rate of 6.375% per annum.
Thereafter, to but excluding the maturity date, the Euro Series B Notes will bear interest at a rate equal to, in respect of each Reset Period, the Euro 5 Year Swap Rate plus (A) in
respect of the Reset Periods commencing on September 6, 2023, September 6, 2028, September 6, 2033 and September 6, 2038, 4.55% per year; and (B) in respect of any other
Reset Period, 5.30% per year.
The GBP Notes will bear interest on their principal amount from (and including) the issue date to (but excluding) September 6, 2020 at a rate of 6.375% per annum.
Thereafter, to but excluding the maturity date, the GBP Notes will bear interest at a rate equal to, in respect of each Reset Period, the GBP 5 Year Swap Rate (as defined herein)
plus (A) in respect of the Reset Period commencing on September 6, 2020, 4.10% per year; (B) in respect of the Reset Periods commencing on September 6, 2025, September 6,
2030 and September 6, 2035, 4.35% per year; and (C) in respect of any other Reset Period, 5.10% per year.
The notes will be our unsecured, deeply subordinated obligations. The claims of holders under the notes are intended to be senior only to claims of holders of our Share
Capital (as defined herein). We currently have no securities outstanding that rank junior to the notes other than our Series AA shares, Series A shares and Series L shares.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange (the "LSE") for trading on the Euro MTF Market. This offering memorandum
constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended
Investing in the notes involves risks. See "Risk Factors" beginning on page 11 of this offering memorandum.
THIS OFFERING MEMORANDUM IS SOLELY OUR RESPONSIBILITY AND HAS 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.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS, AND NO HOLDER OF NOTES WILL HAVE THE RIGHT TO REQUIRE SUCH REGISTRATION. THE NOTES MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS THE NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE NOTES ARE BEING SOLD ONLY TO PERSONS WHO
ARE NOT "U.S. PERSONS" IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
Delivery of the notes will be made in book-entry form through the facilities of Clearstream Banking, société anonyme ("Clearstream"), and Euroclear Bank S.A./N.V.
("Euroclear") on or about September 6, 2013.

Joint Book-Running Managers




Deutsche Bank
Barclays

BNP PARIBAS
Sole Structuring Advisor



Co-Managers






Banca IMI
BBVA
Citigroup
Mitsubishi UFJ Securities
Mizuho Securities

The date of this offering memorandum is September 2, 2013



TABLE OF CONTENTS



Page


Where You Can Find More Information .......................................................................................................................................
1
Incorporation by Reference ...........................................................................................................................................................
1
Additional Information .................................................................................................................................................................
1
Presentation of Financial Information ...........................................................................................................................................
2
Forward-looking Statements .........................................................................................................................................................
3
Summary .......................................................................................................................................................................................
4
Risk Factors ..................................................................................................................................................................................
10
Use of Proceeds ............................................................................................................................................................................
14
Capitalization ................................................................................................................................................................................
14
Description of Notes .....................................................................................................................................................................
17
Form of Notes, Clearing and Settlement .......................................................................................................................................
31
Transfer Restrictions .....................................................................................................................................................................
34
Taxation ........................................................................................................................................................................................
35
Plan of Distribution .......................................................................................................................................................................
37
Legal Matters ................................................................................................................................................................................
40
Independent Auditors ....................................................................................................................................................................
40
Listing and General Information ...................................................................................................................................................
41
Annex A--Recent Developments ................................................................................................................................................. A-1
Annex B--Interim Financial Statements ...................................................................................................................................... B-1
You should rely on the information contained or incorporated by reference in this offering memorandum. Neither we nor the
initial purchasers have authorized any other person to provide you with different information or take any responsibility for any
different information that others may give you. We are not, and the initial purchasers are not, making an offer to sell, or seeking offers
to buy, the notes in any jurisdiction where the offer or sale is not permitted. This offering memorandum does not constitute an offer to
sell, or a solicitation of an offer to buy, any 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 or incorporated by reference in this offering
memorandum is accurate only as of the date on the front cover of this offering memorandum. Our business, financial condition, results
of operations and prospects may have changed since that date.
This offering memorandum has been prepared by us solely for use in connection with the placement of the notes. We and the
initial purchasers reserve the right to reject any offer to purchase for any reason.
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 offering memorandum has been prepared on the basis that all offers of notes will be 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 notes. Accordingly any person making or intending to make any offer within the European Economic Area of
notes that are the subject of the placement contemplated in this offering memorandum should only do so in circumstances in which no
obligation arises for us or the initial purchasers to produce a prospectus for such offer. Neither we nor the initial purchasers have
authorized, nor do we or the initial purchasers authorize, the making of any offer of notes through any financial intermediary, other
than offers made by the initial purchasers which constitute the final placement of notes contemplated in this offering memorandum.

Each person in a Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State") who receives any communication in respect of, or who acquires any notes under, the offers contemplated in
this offering memorandum will be deemed to have represented, warranted and agreed to and with us and the initial purchasers that:
(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the
Prospectus Directive; and
(b) in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus
Directive: (i) the notes acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the
Prospectus Directive, or in circumstances in which the prior consent of the initial purchasers has been given to the offer or
i




resale; or (ii) where notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified
investors, the offer of those notes to it is not treated under the Prospectus Directive as having been made to such persons.
For the purposes of the foregoing, the expression an "offer" 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 any 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 Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member State; "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive) and includes any relevant implementing measure in each
Relevant Member State; and "2010 PD Amending Directive" means Directive 2010/73/EU.
This offering memorandum is only being distributed to, and is only directed at, (1) persons who are outside the United
Kingdom, (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, or the "Order", or (3) high net worth entities, and other persons to whom it may be lawfully communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The notes are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
You must:
·
comply with all applicable laws and regulations in force in any jurisdiction in connection with the possession or
distribution of this offering memorandum and the purchase, offer or sale of the notes; and
·
obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale by you of the
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 neither we nor the initial purchasers shall have any responsibility therefor.
The notes are subject to restrictions on transfer. See "Transfer Restrictions" in this offering memorandum.
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 offering memorandum;
· you have not relied on the initial purchasers or any person affiliated with the initial purchasers 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 or the notes, other
than as contained or incorporated by reference in this offering memorandum and, if given or made, any such other
information or representation should not be relied upon as having been authorized by us or the initial purchasers.

In making an investment decision, you must rely on your own examination of us and the terms of this offering, including the
merits and risks involved.
We have taken reasonable care to ensure that the information contained or incorporated by reference in this offering
memorandum is true and correct in all material respects and is not misleading in any material respect as of the date of this offering
memorandum, and that there has been no omission of information which, in the context of the issuance of the notes, 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 offering
memorandum. We accept responsibility accordingly.
The initial purchasers are not making any representation or warranty, express or implied, as to the accuracy or completeness of
the information contained or incorporated by reference in this offering memorandum. You should not rely upon the information
contained or incorporated by reference in this offering memorandum, as a promise or representation, whether as to the past or the
future. The initial purchasers assume no responsibility for the accuracy or completeness of such information.
Neither us or the initial purchasers, nor any of our and their respective representatives, is making any representation to you
regarding the legality of an investment in the notes. You should consult with your own advisors as to legal, tax, business, financial and
related aspects of an investment in the notes. You must comply with all laws applicable in any place in which you buy, offer or sell the
notes or possess or distribute this offering memorandum, and you must obtain all applicable consents and approvals. Neither us or the
initial purchasers shall have any responsibility for any of the foregoing legal requirements.
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
stabilization action. Any stabilization action may begin at any time after the adequate public disclosure of the final terms of the offer
ii




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 overallotment must be conducted by Deutsche Bank AG,
London Branch, or any person acting for it in accordance with all applicable laws and regulations.
iii




WHERE YOU CAN FIND MORE INFORMATION
We file or furnish reports, including annual reports on Form 20-F and reports on Form 6-K, 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 website at www.sec.gov and at our website at www.americamovil.com. As is described under
"Incorporation by Reference," we are incorporating certain documents by reference in this offering memorandum. We are not,
however, incorporating by reference in this offering memorandum any other reports, information or materials filed with the SEC or
any other material from our website or any other source.
INCORPORATION BY REFERENCE
We are incorporating by reference in this offering memorandum our annual report on Form 20-F for the year ended
December 31, 2012, filed with the SEC on April 30, 2013 (File No. 001-16269) (our "2012 Form 20-F").
ADDITIONAL INFORMATION
This offering memorandum includes the following information:
·
a discussion of our results of operations for the six months ended June 30, 2013 and 2012, of our financial condition as of
June 30, 2013 and of certain recent developments, including our announced intended offer to purchase all of the issued
and outstanding ordinary shares of Koninklijke KPN N.V. that we do not already own (the "Proposed KPN Offer"), which
are included in Annex A--Recent Developments; and
·
our unaudited interim condensed consolidated financial statements as of June 30, 2013 and for the six months ended
June 30, 2013 and 2012, which are included in Annex B--Interim Financial Statements.
You should carefully read this offering memorandum, including Annexes A and B, and our 2012 Form 20-F incorporated by
reference herein, before making an investment decision.

1




PRESENTATION OF FINANCIAL INFORMATION
This offering memorandum incorporates by reference our audited consolidated financial statements as of December 31, 2012
and 2011 and for each of the years ended December 31, 2012, 2011 and 2010, which are included in our 2012 Form 20-F, and
includes our unaudited interim condensed consolidated financial statements as of June 30, 2013 and for the six months ended June 30,
2013 and 2012 in Annex B--Interim Financial Statements.
Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB") as of December 31, 2012, and our
unaudited interim condensed consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB as
of January 1, 2013. Our audited consolidated financial statements and our unaudited interim condensed consolidated financial
statements are presented in Mexican pesos. The financial statements of our non-Mexican subsidiaries have been translated to Mexican
pesos. Note 2(b)(iii) 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 offering memorandum 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.13.1884 to U.S.$1.00, which was the rate reported by
Banco de México for June 30, 2013, as published in the Mexican Official Gazette of the Federation (Diario Oficial de la Federación,
or "Official Gazette").
Certain figures included in this offering memorandum have been subject to rounding adjustments. Accordingly, figures shown
as totals in certain tables may not be exact arithmetic aggregations of the figures that precede them.

2




FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this offering memorandum may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Although we
have based these forward-looking statements on our expectations and projections about future events, it is possible that actual events
may differ materially from our expectations. In many cases, we include together with the forward-looking statements themselves a
discussion of factors that may cause actual events to differ from our forward-looking statements. Examples of forward-looking
statements include the following:
·
projections of our commercial, operating or financial performance, our financing, our capital structure or our other
financial items or ratios;
·
statements of our plans, objectives or goals, including statements concerning the Proposed KPN Offer and statements
relating to acquisitions, competition and rates;
·
statements concerning regulation or regulatory developments;
·
statements about our future economic performance or that of Mexico or other countries in which we currently operate;
·
competitive developments in the telecommunications sector in each of the markets where we currently operate or into
which we may expand;
·
other factors and trends affecting the telecommunications industry generally and our financial condition in particular; and
·
statements of assumptions underlying the foregoing statements.
We use words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast,"
"guideline," "should" and other similar expressions to identify forward-looking statements, but they are not the only way we identify
such statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could
cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-
looking statements. These factors, some of which are discussed under "Risk Factors" in our 2012 Form 20-F, include economic and
political conditions and government policies in Mexico, Brazil, Colombia, Europe and elsewhere, inflation rates, exchange rates,
regulatory developments, technological improvements, customer demand and competition. We caution you that the foregoing list of
factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-
looking statements.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information or future events or for any other reason.
You should evaluate any statements made by us in light of these important factors.

3




SUMMARY
This summary highlights selected information from this offering memorandum and does not contain all of the information that
may be important to you. You should carefully read this entire offering memorandum, including Annexes A and B, and our 2012 Form
20-F incorporated by reference herein 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, Colombia and 11 other
countries.
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 offering memorandum.

Issuer
América Móvil, S.A.B. de C.V.

Notes Offered
900,000,000 aggregate principal amount of our Euro NC5 (Euro Series A) Capital
Securities due 2073.


550,000,000 aggregate principal amount of our Euro NC10 (Euro Series B)
Capital Securities due 2073.


£550,000,000 aggregate principal amount of our GBP NC7 Capital Securities due
2073.

Issue Price

99.463%, plus accrued interest, if any, from September 6, 2013 for the Euro Series
A Notes.


98.980%, plus accrued interest, if any, from September 6, 2013 for the Euro Series
B Notes.


99.437%, plus accrued interest, if any, from September 6, 2013 for the GBP Notes.

Issue Date

The notes will be issued on September 6, 2013.

Maturity

The notes will mature on September 6, 2073, unless earlier redeemed by us.

Interest Rate / Step-up
The Euro Series A Notes will bear interest on their principal amount as follows:
(i)
from and including the issue date of such notes to but excluding September
6, 2018 (the "First Call Date of the Euro Series A Notes"), at the rate of
5.125% per year; and
(ii) from and including the First Call Date of the Euro Series A Notes to but
excluding the maturity date, at, in respect of each Reset Period (as defined
herein), the relevant Euro 5 Year Swap Rate (as determined herein) plus:
(A) in respect of the Reset Period commencing on the First Call Date of
the Euro Series A Notes, 3.85% per year;
(B) in respect of the Reset Periods commencing on September 6, 2023,
September 6, 2028 and September 6, 2033, 4.10% per year; and
(C) in respect of any other Reset Period, 4.85% per year.
4






The Euro Series B Notes will bear interest on their principal amount as follows:
(i)
from and including the issue date of such notes to but excluding September
6, 2023 (the "First Call Date of the Euro Series B Notes"), at the rate of
6.375% per year; and
(ii) from and including the First Call Date of the Euro Series B Notes to but
excluding the maturity date, at, in respect of each Reset Period, the relevant
Euro 5 Year Swap Rate plus:
(A) in respect of the Reset Periods commencing on the First Call Date of
the Euro Series B Notes, September 6, 2028, September 6, 2033, and
September 6, 2038, 4.55% per year; and
(B) in respect of any other Reset Period, 5.30% per year.


The GBP Notes will bear interest on their principal amount as follows:
(i)
from and including the issue date of such notes to but excluding September
6, 2020 (the "First Call Date of the GBP Notes"), at the rate of 6.375% per
year; and
(ii) from and including the First Call Date of the GBP Notes to but excluding
the maturity date, at, in respect of each Reset Period, the relevant GBP 5
Year Swap Rate (as determined herein) plus:
(A) in respect of the Reset Period commencing on the First Call Date of
the GBP Notes, 4.10% per year;
(B) in respect of the Reset Periods commencing on September 6, 2025,
September 6, 2030 and September 6, 2035, 4.35% per year; and
(C) in respect of any other Reset Period, 5.10% per year.


Interest Payment Dates
Subject to our right to defer payment of interest, interest on the notes will be
payable on September 6 of each year, beginning on September 6, 2014.

Interest Deferral

We may defer payment of interest on any series of notes that would otherwise be
payable on any interest payment date in whole but not in part by giving notice to
the trustee and the holders of such series of notes not less than seven nor more than
14 business days prior to the applicable interest payment date. Interest on deferred
amounts will accrue from the deferred date, and arrears of interest will be
compounded on subsequent interest payment dates, annually, at the rate of interest
on such series of notes.

Optional Payment of Deferred Interest
We may elect to pay deferred interest at any time, together with any and all related
arrears of interest, with respect to each series of notes. If we elect to do so, our
election must be to pay all outstanding deferred interest and related arrears of
interest with respect to such series of notes, and we will give not less than seven
nor more than 14 business days' notice thereof to the trustee and the holders of
such series of notes.

Mandatory Payment of Deferred Interest
We will pay any deferred interest and all related arrears of interest in respect of
each series of notes, in whole but not in part, on the first occurring Mandatory
Payment Date in respect of that series as described under "Description of Notes--
Payment of Deferred Interest" in this offering memorandum.

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 offering memorandum. 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
5




Additional Amounts" in this offering memorandum.

Currency of Payment
All payments of principal of and premium, if any, and interest on the Euro Notes
will be made in euro, and all payments of principal of and premium, if any, and
interest on the GBP 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 (actual/actual (ICMA)).


Ranking

The notes will be our unsecured and deeply subordinated obligations and will rank
(i) junior to all of our existing and future Unsubordinated Indebtedness (as defined
herein) and Ordinary Subordinated Indebtedness (as defined herein), (ii) pari passu
among themselves and with all other future Deeply Subordinated Indebtedness (as
defined herein), and (iii) senior to all existing and future classes of our Share
Capital (as defined herein). The notes will be effectively subordinated to all
existing and future liabilities of our subsidiaries. The notes do not restrict our
ability or the ability of our subsidiaries to incur additional indebtedness in the
future.

Each holder of notes agrees that (i) the trustee will be the only party entitled to
receive and distribute amounts paid in respect of the notes in the event of any
liquidation, dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshaling of assets or any bankruptcy, insolvency, concurso mercantil,
quiebra or similar proceedings in connection with our insolvency or bankruptcy
and (ii) in the event that, in connection with such proceedings, notwithstanding the
subordination provisions agreed by the holder of the notes, any amount is allocated
for payment to the holders of the notes prior to the payment of all of our
Unsubordinated Indebtedness and Ordinary Subordinated Indebtedness, any such
amount received by the trustee will be distributed by the trustee, on behalf of the
holders of the notes, to the creditors of any of our unsatisfied Unsubordinated

Indebtedness and Ordinary Subordinated Indebtedness. In furtherance of this
agreement, the indenture will provide that the trustee will have the exclusive right
to file in any liquidation, dissolution, winding up, reorganization, assignment for
the benefit of creditors, marshaling of assets or any bankruptcy, insolvency,
concurso mercantil, quiebra or similar proceedings of América Móvil for the
recognition of the claims of all holders of notes. Each holder of notes irrevocably
instructs the trustee to file, on behalf of such holder, a claim for recognition of the
claims of all of the notes in such event. The indenture will provide that each holder
of notes irrevocably instructs the trustee to abstain from voting during the course of
any such bankruptcy, insolvency, concurso mercantil or similar proceeding as
described above of América Móvil in any matter submitted for approval by our
general unsecured creditors in such proceedings.

As of June 30, 2013, we had, on an unconsolidated basis (parent company only),
unsecured and unsubordinated indebtedness of (a) approximately Ps.404.3 billion
(U.S.$30.7 billion) excluding guarantees of our subsidiaries' indebtedness and
(b) approximately Ps.416.6 billion (U.S.$31.6 billion) including guarantees of our

subsidiaries' indebtedness. As of June 30, 2013, our subsidiaries had indebtedness
(excluding guarantees of indebtedness of us and our other subsidiaries) of
approximately Ps.54.2 billion (U.S.$4.1 billion). Since that date, we have incurred
additional indebtedness described under "Capitalization" in this offering
memorandum.


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 offering memorandum.
6