Obligation America Movil 6.375% ( US02364WAJ45 ) en USD

America Movil

107.21 % ▼

Mexique

US02364WAJ45 ( en USD )

6.375% par an ( paiement semestriel )

28/02/2035

Prospectus brochure de l'obligation America Movil US02364WAJ45 en USD 6.375%, échéance 28/02/2035

100 000 USD

1 000 000 000 USD

02364WAJ4

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

01/09/2024 ( Dans 107 jours )

L'Obligation émise par America Movil ( Mexique ) , en USD, avec le code ISIN US02364WAJ45, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2035

L'Obligation émise par America Movil ( Mexique ) , en USD, avec le code ISIN US02364WAJ45, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par America Movil ( Mexique ) , en USD, avec le code ISIN US02364WAJ45, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-120202
333-120202-01
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 22, 2004

U.S.$1,000,000,000

América Móvil, S.A. de C.V.

6 3/8% Senior Notes Due March 1, 2035

Unconditionally Guaranteed by
Radiomóvil Dipsa, S.A. de C.V.

We will pay interest on the notes on each March 1 and September 1. The first interest payment will be
made on September 1, 2005. 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.
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 and the applicable "make-whole" amount, plus,
in each case, accrued interest. See "Description of Notes--Optional Redemption" beginning on page S-
20.
Investing in the notes involves risks. See "Risk Factors" beginning on page 4 of the
accompanying prospectus.

Underwriting
Price to
Discount and
Proceeds to
Public(1)
Commissions
América Móvil

Per Note

99.667%

0.30%

99.367%
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Total
U.
U.
U.
S.
S.
S.

$ 996,670,000
$ 3,000,000
$ 993,670,000
(1) Plus accrued interest, if any, from February 25, 2005.
Delivery of the notes in book-entry form only will be made on or about February 25, 2005.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE SOLELY
OUR RESPONSIBILITY AND HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN
NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE
VALORES DE MÉXICO, OR "CNBV"). AN APPLICATION HAS BEEN FILED WITH THE CNBV FOR
THE REGISTRATION OF THE NOTES WITH THE SPECIAL SECTION (SECCIÓN ESPECIAL) OF
THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED
BY THE CNBV, WHICH IS A REQUIREMENT UNDER THE LEY DEL MERCADO DE VALORES.
SUCH REGISTRATION IS EXPECTED TO BE OBTAINED ON OR BEFORE THE CLOSING OF
THIS OFFER. SUCH REGISTRATION DOES NOT CONSTITUTE A CERTIFICATION AS TO THE
INVESTMENT VALUE OF THE NOTES OR OUR SOLVENCY. THE NOTES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES SECTION OF THE NATIONAL SECURITIES REGISTRY,
AND THEREFORE, THE NOTES MAY NOT BE PUBLICLY OFFERED OR SOLD IN MEXICO. 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.

Credit Suisse First Boston

The date of this prospectus supplement is February 17, 2005
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Prospectus Supplement
Table of Contents

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

EXCHANGE RATES

S-1
PROSPECTUS SUPPLEMENT SUMMARY

S-2
SUMMARY OF THE OFFERING

S-4
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

S-6
USE OF PROCEEDS

S-11
CAPITALIZATION

S-12
RECENT DEVELOPMENTS

S-13
DESCRIPTION OF NOTES

S-18
TAXATION

S-23
UNDERWRITING

S-27
NOTICE TO CANADIAN RESIDENTS

S-29
VALIDITY OF THE NOTES

S-30
PROSPECTUS

Page

ABOUT THIS PROSPECTUS

1
FORWARD LOOKING STATEMENTS

2
AMÉRICA MÓVIL

3
RISK FACTORS

4
RATIO OF EARNINGS TO FIXED CHARGES

12
USE OF PROCEEDS

12
DESCRIPTION OF DEBT SECURITIES

13
FORM OF DEBT SECURITIES, CLEARING AND SETTLEMENT

26
TAXATION

29
PLAN OF DISTRIBUTION

33
EXPERTS

34
VALIDITY OF THE DEBT SECURITIES

34
ENFORCEABILITY OF CIVIL LIABILITIES

34
WHERE YOU CAN FIND MORE INFORMATION

35
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

36

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Prospectus Supplement
You should rely only on the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference therein. We have not authorized anyone to
provide you with information that is different. 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.

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EXCHANGE RATES
Mexico has a free market for foreign exchange, and the Mexican government allows the peso to float freely
against the U.S. dollar. The peso was relatively stable from 1999 until 2001. In 2002 and 2003, the peso declined
in value against the U.S. dollar. There can be no assurances that the government will maintain its current policies
with regard to the peso or that the peso will not further depreciate or appreciate significantly in the future.
The following table sets forth, for the periods indicated, the high, low, average and period-end noon buying rate
in New York City for cable transfers in pesos published by the Federal Reserve Bank of New York, expressed in
pesos per U.S. dollar. The rates have not been restated in constant currency units and therefore represent nominal
historical figures.
Period
High
Low
Average(1) Period End

2000

9.1830 10.0870
9.4717
9.6180
2001

9.0270 9.8850
8.9386
9.1560
2002

9.0000 10.4250
9.6630 10.4250
2003
10.1130 11.4060
10.8463 11.2420
2004
10.8050 11.6350
11.3095 11.1540
2004:

February
10.9095 11.2450

March
10.9180 11.2290

April
11.1570 11.4315

May
11.3815 11.6350

June
11.3030 11.5380

July
11.3790 11.5350

August
11.3450 11.4550

September
11.2415 11.6030

October
11.2415 11.5150

November
11.2411 11.5290

December
11.1110 11.3285

2005:

January
11.1715 11.4110

(1) Average of month-end rates.
On February 16, 2005 the noon buying rate was Ps. 11.1520 to U.S.$1.00.

S-1
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere or 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
With 61.1 million wireless subscribers in eleven countries at December 31, 2004 (compared to 43.7 million at
December 31, 2003 and 50.3 million at June 30, 2004), we are the largest provider of wireless communications
services in Latin America and one of the ten largest in the world. Because our focus is on Latin America, a
substantial majority of our wireless subscribers are prepaid customers. We also had approximately 1.9 million
fixed lines in Guatemala, Nicaragua and El Salvador at December 31, 2004, making us the largest fixed-line
operator in Central America. We have recently deployed or upgraded GSM networks in Mexico, Brazil,
Colombia, Ecuador, Guatemala, El Salvador and Nicaragua, and are in the process of deploying GSM networks
in Argentina and Uruguay.
For the six months ended June 30, 2004, we had operating revenues of Ps. 58,489 million (U.S.$5,192 million)
and net income of Ps. 7,270 million (U.S.$645 million), compared to operating revenues of Ps. 38,481 million,
and net income of Ps. 7,855 million for the corresponding period of 2003, based on Mexican GAAP. For the year
ended December 31, 2003, we had operating revenues of Ps. 85,941 million (U.S.$7,629 million) and net income
of Ps. 15,032 million (U.S.$1,334 million), as compared to operating revenues of Ps. 59,743 million and net
income of Ps. 4,784 million for the year ended December 31, 2002, based on Mexican GAAP. At June 30, 2004,
we had total assets of Ps. 164,941 million (U.S.$14,642 million) and total stockholders' equity of Ps. 73,772
million (U.S.$6,549 million), based on Mexican GAAP.
Our principal operations are:

· Mexico. Through Radiomóvil Dipsa, S.A. de C.V., which operates under the name "Telcel," we
provide cellular telecommunications service in all nine regions in Mexico, with a network covering
approximately 35% of the geographical area of Mexico, including all major cities, and approximately
81% of Mexico's population. With 28.9 million subscribers at December 31, 2004, Telcel is the largest
provider of wireless telecommunications services in Mexico. For the six months ended June 30, 2004,

Telcel had operating revenues of Ps. 32,334 million (U.S.$2,870 million). Our Mexican operations
represented approximately 55% of our consolidated revenues in the first six months of 2004. For the
year ended December 31, 2003, Telcel had operating revenues of Ps. 52,466 million (U.S.$4,658
million). Our Mexican operations represented approximately 61% of our consolidated operating
revenues in 2003.

· Argentina. In 2003, we acquired CTI, the fourth largest wireless operator in Argentina measured by

the number of subscribers. CTI provides nationwide wireless services in Argentina.
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· Brazil. With approximately 13.7 million subscribers as of December 31, 2004, we are the second-
largest provider of wireless telecommunications services in Brazil based on the number of subscribers.
We operate in Brazil through our subsidiary, Telecom Americas, and a number of operating companies,
under a unified brand name, "Claro." During 2003, we significantly expanded our coverage in Brazil by
acquiring BCP S.A. and BSE S.A. BCP is the second largest wireless provider in the São Paulo

metropolitan area. Our network covers the principal cities in Brazil (including São Paulo and Rio de
Janeiro). For the six months ended June 30, 2004, Telecom Americas had operating revenues of
Ps. 8,742 million (U.S.$776 million), which represented approximately 15% of our consolidated
operating revenues in the first six months of 2004. For the year ended December 31, 2003, Telecom
Americas had operating revenues of Ps. 11,397 million (U.S.$1,012 million), which represented
approximately 13% of our consolidated operating revenues in 2003.

S-2
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· Central America. We provide fixed-line and wireless services in Guatemala, El Salvador and
Nicaragua, through our subsidiaries Telgua, CTE and ENITEL. We also provide wireless services in
Nicaragua through our subsidiary Sercom Nicaragua and in Honduras through our subsidiary Megatel

de Honduras. We acquired a controlling interest in CTE in 2003 and increased our interest to 95.2% in
December 2004. We acquired ENITEL in two transactions that closed in January and August 2004 and
Megatel de Honduras in a transaction that closed in June 2004.

· Colombia. Our three operating subsidiaries in Colombia--Comcel, Occel and Celcaribe--operate

under the "Comcel" brand. We are the largest wireless operator in the country measured by the number
of subscribers.

· Ecuador. Conecel, our subsidiary in Ecuador, is the largest wireless operator in Ecuador measured by

the number of subscribers. Conecel operates under the "Porta" brand.

· United States. Our U.S. subsidiary, 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.
Recent Developments
On January 27, 2005, we announced our results of operations for the fourth quarter of 2004 and for the year
ended December 31, 2004. These results are preliminary and have not been audited and, consequently, are
subject to change or adjustment.
For the fourth quarter of 2004, we had total revenues of Ps. 39,841 million (U.S.$3,537 million), operating
income of Ps. 5,093 million (U.S.$452 million) and net income of Ps. 1,643 million (U.S.$146 million),
compared with total revenues of Ps. 27,801 million, operating income of Ps. 5,364 million and net income of
Ps. 5,603 million for the fourth quarter of 2003, in each case based on Mexican GAAP.
For the year ended December 31, 2004, we had operating revenues of Ps. 134,747 million (U.S.$11,962 million)
and net income of Ps. 16,513 million (U.S.$1,466 million) compared with operating revenues of Ps. 90,401
million and net income of Ps. 15,812 million for the year ended December 31, 2003, in each case, based on
Mexican GAAP. At December 31, 2004, we had total assets of Ps. 195,901 million (U.S.$17,390 million), total
liabilities of Ps. 118,334 million (U.S.$10,504 million) and total stockholders' equity of Ps. 77,568 million (U.S.
$6,886 million), based on Mexican GAAP.
For additional information concerning our results of operations for the year ended December 31, 2004, see
"Recent Developments" in this prospectus supplement. The financial information included in this paragraph is
presented in constant pesos as of December 31, 2004. As a result, it is not directly comparable to the financial
data in constant pesos as of other dates presented elsewhere in this prospectus supplement or the accompanying
prospectus. See "Recent Developments" in this prospectus supplement.

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Prospectus Supplement
Our principal executive offices are at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, 11320,
México D.F., México. Our telephone number is (5255) 2581-4411.

S-3
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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.

Summary of the Offering

Notes being offered
U.S.$1,000,000,000 aggregate principal amount of 6 3/8%

Senior Notes due 2035.
Issuer

América Móvil, S.A. de C.V.
Guarantor

Radiomóvil Dipsa, S.A. de C.V. (also known as "Telcel").
Issue price

99.667%.
Maturity

March 1, 2035.
Interest rate
The notes will bear interest at the rate of 6 3/8% per year

from February 25, 2005.
Interest payment dates
Interest on the notes will be payable semi-annually on
March 1 and September 1 of each year, beginning on

September 1, 2005.
Guarantee
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 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 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. The notes do not restrict our
ability or the ability of Telcel or our other subsidiaries to
incur additional indebtedness in the future. At December 31,
2004, we had, on an unconsolidated basis (parent company
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Document Outline

sec.gov
- #1">Prospectus Supplement