Obligation América Móvil 3.125% ( US02364WBD65 ) en USD

América Móvil

100 % ▼

Mexique

US02364WBD65 ( en USD )

3.125% par an ( paiement semestriel )

15/07/2022 - Obligation échue

Prospectus brochure de l'obligation America Movil US02364WBD65 en USD 3.125%, échue

200 000 USD

1 600 000 000 USD

02364WBD6

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

América Móvil est une société de télécommunications mexicaine multinationale offrant des services de téléphonie mobile, fixe, internet à large bande et télévision par câble dans plusieurs pays d'Amérique latine et des Caraïbes.

L'obligation américaine d'América Móvil (ISIN : US02364WBD65, CUSIP : 02364WBD6), émise au Mexique pour un montant total de 1 600 000 000 USD, échéant le 15/07/2022 avec un taux d'intérêt de 3,125 %, a atteint sa maturité et a été intégralement remboursée à un prix de 100 %, avec une taille minimale d'achat de 200 000 USD et des paiements semestriels; notée BBB+ par S&P et A3 par Moody's.

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424B2 1 d375749d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-182394
Calculation of Registration Fee

Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)
3.125% Senior Notes due 2022
$1,250,000,000
$143,250.00
4.375% Senior Notes due 2042

$750,000,000
$85,950.00

(1) The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 28, 2012)

U.S.$1,250,000,000 3.125% Senior Notes due 2022
U.S.$750,000,000 4.375% Senior Notes due 2042

We are offering U.S.$1,250,000,000 aggregate principal amount of our 3.125% senior notes due 2022 (the "2022 notes") and
U.S.$750,000,000 aggregate principal amount of our 4.375% senior notes due 2042 (the "2042 notes" and, together with the 2022
notes, the "notes").
We will pay interest on each series of notes on January 16 and July 16 of each year, beginning on January 16, 2013. The 2022
notes will mature on July 16, 2022. The 2042 notes will mature on July 16, 2042.
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 of either
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 either 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.
We will apply to list the notes on the New York Stock Exchange.
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

Underwriters

América Móvil(1)

3.125% Senior Notes due 2022

99.4900%

0.1875%

99.3025%

U.S.$1,241,281,250
4.375% Senior Notes due 2042

98.2440%

0.2500%

97.9940%

U.S.$ 734,955,000
(1) Plus accrued interest, if any, from July 16, 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 will be made in book-entry form through The Depository Trust Company ("DTC") on or about July 16,
2012.
Joint Book-Running Managers
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Goldman, Sachs & Co.

Morgan Stanley
Co-Managers

Citigroup

Mitsubishi UFJ Securities

Mizuho Securities
The date of this prospectus supplement is July 9, 2012
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

Page

Page
PROSPECTUS SUPPLEMENT SUMMARY

S-1 ABOUT THIS PROSPECTUS

1

PRESENTATION OF FINANCIAL INFORMATION

S-8 FORWARD-LOOKING STATEMENTS

2

INCORPORATION OF CERTAIN DOCUMENTS BY
AMÉRICA MÓVIL

3

REFERENCE

S-8 RISK FACTORS

4

RISK FACTORS

S-10
USE OF PROCEEDS

5

EXCHANGE RATES

S-10
DESCRIPTION OF DEBT SECURITIES

6

USE OF PROCEEDS

S-11
DESCRIPTION OF WARRANTS

19
CAPITALIZATION

S-12
DESCRIPTION OF GUARANTEES

20
DESCRIPTION OF NOTES

S-14
FORM OF SECURITIES, CLEARING AND SETTLEMENT

21
TAXATION

S-19
TAXATION

27
UNDERWRITING (CONFLICTS OF INTEREST)

S-24
PLAN OF DISTRIBUTION

31
VALIDITY OF THE NOTES

S-28
EXPERTS

32
EXPERTS

S-28
VALIDITY OF SECURITIES

32
ENFORCEABILITY OF CIVIL LIABILITIES

32
WHERE YOU CAN FIND MORE INFORMATION

32
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE

33

We are responsible for the information contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference therein. Neither we nor any of the underwriters has authorized any person to give you
any other information, and neither we nor any of the underwriters 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.
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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 March 31, 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

Comcel

Wireless

Telmex

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

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The following table sets forth, as of March 31, 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 refers to Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama; and (d) Caribbean refers to the
Dominican Republic and Puerto Rico.

March 31, 2012

(in thousands)
Wireless subscribers:

Mexico

66,737

Brazil

61,596

Southern Cone

26,671

Colombia

29,020

Andean Region

22,761

Central America

13,405

United States

20,131

Caribbean

5,648

Total wireless subscribers

245,969

RGUs:

Mexico

22,668

Brazil

25,182

Southern Cone

1,376

Colombia

3,734

Andean Region

930

Central America

3,693

Caribbean

2,155

Total RGUs

59,737

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. 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 March 31, 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.

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· Colombia. We provide wireless telecommunications services under the Comcel 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 Telmex brand, where our network passed 6.0 million homes as of March 31, 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 March 31, 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.

· 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 2011 Form 20-F
(as defined below). Certain of the operators that were parties to that proceeding have challenged the revocation of the fine.
Investment in KPN
Between May and July 2012, our subsidiary AMOV Europa B.V. ("AMOV") conducted 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. We also purchased shares of KPN prior to commencing and
during the offer. Following the closing of the tender offer on July 3, 2012, América Móvil and AMOV held a total of 393,283,000
shares (representing a total of approximately 27.7% of all outstanding shares of KPN). The total aggregate cost of our investment
in KPN was 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 agreed 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

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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.
Consent Solicitation and Offers to Guarantee Certain Telmex Bonds
On June 28, 2012, we commenced a solicitation (the "Consent Solicitation") to holders of Telmex's 5.50% Senior Notes due
2015, with an outstanding aggregate principal amount of US.$554,823,000, 8.75% Senior Notes due 2016, with an outstanding
aggregate principal amount of Ps.4,500,000,000 and 5.500% Senior Notes due 2019, with an outstanding aggregate principal
amount of U.S.$377,382,000 (together, the "Telmex Notes") to consent to amend Telmex's reporting covenants and other
provisions in the indentures governing the Telmex Notes in exchange for our guarantee of the Telmex Notes and a consent fee. If
the terms and conditions of the Consent Solicitation are satisfied, our guarantees of the Telmex 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
(including guarantees of subsidiaries' indebtedness). The Consent Solicitation expires on July 12, 2012 unless extended or earlier
terminated.
Offering of 3.000% Senior Notes due 2021
On July 2, 2012 we agreed to sell 1,000,000,000 aggregate principal amount of our 3.000% Senior Notes due 2021 (the
"3.000% Senior Notes due 2021"), which we expect to issue on or about July 12, 2012. The 3.000% Senior Notes due 2021 will
be our senior unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other unsecured
and unsubordinated debt (including guarantees of subsidiaries' indebtedness).

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.

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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 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
U.S.$1,250,000,000 aggregate principal amount of 3.125% Senior Notes due
2022.

U.S.$750,000,000 aggregate principal amount of 4.375% Senior Notes due

2042.

Issue Price
99.490%, plus accrued interest, if any, from July 16, 2012 for the 2022 notes.

98.244%, plus accrued interest, if any, from July 16, 2012 for the 2042 notes.

Issue Date
The notes will be issued on July 16, 2012.

Maturity
The 2022 notes will mature on July 16, 2022.

The 2042 notes will mature on July 16, 2042.

Interest Rate
The 2022 notes will bear interest at the rate of 3.125% per year from July 16,
2012.

The 2042 notes will bear interest at the rate of 4.375% per year from July 16,

2012.

Interest Payment Dates
Interest on each series of notes will be payable on January 16 and July 16 of
each year, beginning on January 16, 2013.

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 March 31, 2012, we had, on an unconsolidated basis (parent company

only), unsecured and unsubordinated indebtedness of (a)

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approximately Ps.272.8 billion (U.S.$21.3 billion) excluding guarantees of
subsidiaries' indebtedness and (b) approximately Ps.283.4 billion (U.S.$22.1
billion) including guarantees of subsidiaries' indebtedness. As of March 31,

2012, our subsidiaries had indebtedness (excluding guarantees of indebtedness
of us and our other subsidiaries) of approximately Ps.105.6 billion (U.S.$8.2
billion).

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for the repayment of
indebtedness, principally the indebtedness incurred after March 31, 2012 under
our existing revolving credit facilities in order to finance our recent investments
and acquisition. See "--Recent Developments", "Use of Proceeds" and
"Capitalization" in this prospectus supplement.

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.

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 any of the notes of either 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 either 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.

Listing
We will apply to list the notes on the New York Stock Exchange. However, we
will not be required to maintain these listings.

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