Obligation América Móvil 0% ( US02364WBF14 ) en USD

América Móvil

100 % ⇌

Mexique

US02364WBF14 ( en USD )

12/09/2016 - Obligation échue

Prospectus brochure de l'obligation America Movil US02364WBF14 en USD 0%, échue

200 000 USD

750 000 000 USD

02364WBF1

A- ( Qualité moyenne supérieure )

A2 ( 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 émise par América Móvil ( Mexique ) , en USD, avec le code ISIN US02364WBF14, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/09/2016

L'Obligation émise par América Móvil ( Mexique ) , en USD, avec le code ISIN US02364WBF14, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par América Móvil ( Mexique ) , en USD, avec le code ISIN US02364WBF14, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d594223d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
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)
Senior Floating Rate Notes due 2016

U.S.$750,000,000
U.S.$102,300

(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.$750,000,000 Floating Rate Senior Notes due 2016

We are offering U.S.$750,000,000 aggregate principal amount of our Floating Rate Senior Notes due 2016 (the "notes").
The notes bear interest at a floating rate equal to three-month LIBOR determined for the relevant interest period plus 1.0%. We will pay interest on the notes on
March 12, June 12, September 12 and December 12 of each year, beginning on December 12, 2013. The notes will mature on September 12, 2016.
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 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-6 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)
Floating Rate Senior Notes due 2016

100.00%

0.10%

99.90%
U.S.$749,250,000

(1)
Plus accrued interest, if any, from September 12, 2013.
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 (the "SEC") 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 September 12, 2013.

Joint Book-Running Managers

Citigroup

Banca IMI

BBVA
Co-Managers
Mitsubishi UFJ Securities

Mizuho Securities
The date of this prospectus supplement is September 5, 2013
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
PROSPECTUS SUPPLEMENT SUMMARY
S-1
PRESENTATION OF FINANCIAL INFORMATION
S-4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-5
RISK FACTORS
S-6
EXCHANGE RATES
S-9
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF NOTES
S-13
TAXATION
S-18
UNDERWRITING
S-23
VALIDITY OF THE NOTES
S-27
EXPERTS
S-27
PROSPECTUS

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

2
AMÉRICA MÓVIL

3
RISK FACTORS

4
USE OF PROCEEDS

5
DESCRIPTION OF DEBT SECURITIES

6
DESCRIPTION OF WARRANTS

19
DESCRIPTION OF GUARANTEES

20
FORM OF SECURITIES, CLEARING AND SETTLEMENT

21
TAXATION

27
PLAN OF DISTRIBUTION

31
EXPERTS

32
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, 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 prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus.

Issuer
América Móvil, S.A.B. de C.V.

Notes Offered
U.S.$750,000,000 Floating Rate Senior Notes due 2016.

Price to Public
100.00%, plus accrued interest, if any, from September 12, 2013.

Issue Date
The notes will be issued on September 12, 2013.

Maturity
The notes will mature on September 12, 2016.

Interest Rate
The notes will bear interest at a floating rate equal to three-month LIBOR (determined as described
under "Description of Notes--General--Determination of Interest Rate") plus 1.0%. The interest
rate for each subsequent interest period will be reset quarterly on each interest determination date.

Interest Payment Dates
Interest on the notes will be payable on March 12, June 12, September 12 and December 12 of each
year, beginning on December 12, 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

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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, 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 prospectus supplement.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate purposes, including
the repayment of outstanding Mexican peso-denominated indebtedness. 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.

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.

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

CUSIP
The CUSIP for the notes is 02364W BF1.

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ISIN
The ISIN for the notes is US02364WB F14.

Form and Denominations
The notes will be issued only in registered form without coupons and in minimum denominations of
U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Trustee, Registrar, Principal Paying Agent and Transfer The Bank of New York Mellon.
Agent

Calculation Agent
The Bank of New York Mellon.

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 and in "Item 3--Risk Factors" in the 2012 Form 20-F (as defined herein),
incorporated by reference herein.

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PRESENTATION OF FINANCIAL INFORMATION
This prospectus supplement 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 the 2012 Form 20-F. This prospectus supplement also incorporates by reference our unaudited
consolidated financial data as of June 30, 2013 and for the six months ended June 30, 2013 and 2012, which are included in our report on Form 6-K filed with the SEC
on September 3, 2013. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.
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.
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.13.1884 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 prospectus supplement 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.

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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, 2012, filed with the SEC on April 30, 2013, as amended by Amendment No. 1 on Form

20-F/A, filed with the SEC on September 5, 2013 (SEC File No. 001-16269) (together, the "2012 Form 20-F");

· our report on Form 6-K, filed with the SEC on September 3, 2013 (SEC File No. 001-16269), containing 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. ("KPN") that we do not already own (the "Proposed
KPN Offer") (the "September 3 Form 6-K");

· our report on Form 6-K, filed with the SEC on September 3, 2013 (SEC File No. 001-16269), containing our unaudited interim condensed consolidated

financial statements as of June 30, 2013 and for the six months ended June 30, 2013 and 2012;

· any future annual reports on Form 20-F filed with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the

date of this prospectus supplement and prior to the termination of the offering of the notes; and

· any future reports on Form 6-K that we file with, or furnish to, the SEC after the date of this prospectus supplement and prior to the termination of the

offering of the notes 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.

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RISK FACTORS
In addition to the risk factors below, you should refer to the risk factors discussed under "Risk Factors" in the accompanying prospectus and "Item 3--Risk
Factors" in the 2012 Form 20-F incorporated by reference in this prospectus supplement. Certain risk factors below relate to the Proposed KPN Offer. We have
included a description of the Proposed KPN Offer in the September 3 Form 6-K.
Risks Relating to the Notes
The amount of interest payable on the notes is set only once per interest period based on the three-month LIBOR rate on the interest determination date, which rate
may fluctuate substantially
In the past, the level of the three-month LIBOR rate has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the
three-month LIBOR rate are not necessarily indicative of future levels. Any historical upward or downward trend in the three-month LIBOR rate is not an indication that
the three-month LIBOR rate is more or less likely to increase or decrease at any time during a floating rate interest period, and you should not take the historical levels
of the three-month LIBOR rate as an indication of its future performance. You should further note that although the actual three-month LIBOR rate on an interest payment
date or at other times during an interest period may be higher than the three-month LIBOR rate on the applicable interest determination date, you will not benefit from
the three-month LIBOR rate at any time other than on the interest determination date for such interest period. As a result, changes in the three-month LIBOR rate may not
result in a comparable change in the market value of the notes.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of the notes
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the banks that
contribute to the British Bankers' Association ("BBA"), in connection with the calculation of daily LIBOR may have been under-reporting or otherwise manipulating or
attempting to manipulate LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to
predict the effect of any such changes and any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such
potential changes may adversely affect the trading market for LIBOR-based securities, including the notes.
Risks Relating to the Proposed KPN Offer
The Proposed KPN Offer may not be successful
On August 9, 2013 we announced our intention to make a tender offer in cash for all the shares of KPN that we do not already own, at a price of 2.40 per share.
A number of factors may prevent us from successfully completing the Proposed KPN Offer, including insufficient interest from KPN's shareholders, absence of
regulatory approvals, competing bids, the position of the KPN Foundation (as defined in the September 3 Form 6-K) concerning our offer or failure of other conditions
to our offer. It is possible that the Proposed KPN Offer will not be completed in the near term, on the announced terms, or at all.
KPN has not provided us with access to its management, internal documentation or auditors for the purpose of verifying information regarding KPN
KPN has not agreed to cooperate with us in connection with the Proposed KPN Offer or the offering of the notes, and it has not given us access to its
management, internal documentation or auditors for the purpose of verifying information regarding KPN. Thus, the information contained in this document regarding
KPN has been derived from publicly available sources, and we cannot assure you that this information is accurate or complete.

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In addition, we have had limited information available in deciding Ito pursue the Proposed KPN Offer and any negative information regarding KPN that is not known to
us could materially and negatively affect the value of our investment in KPN.
We are currently subject to a ratings watch and the rating agencies may downgrade us
On August 13, 2013, after our announcement of the Proposed KPN Offer, S&P placed our corporate credit rating on watch for a potential downgrade, stating that
financing the Proposed KPN Offer with debt could weaken our credit profile. On August 12, 2013, Moody's placed our corporate credit rating on review for
downgrade as well. Our credit rating is a significant factor in determining the pricing and availability of our debt in the secondary market, and changes in our credit
ratings could increase our costs for new debt financing.
If the KPN tender offer is successful, we will be exposed to additional risks related to KPN
KPN is subject to risks generally applicable to a telecommunications company, which include risks analogous to those described in the 2012 Form 20-F, under
"Item 3--Risk Factors--Risks Related to the Telecommunications Industry Generally" and "--Risks Related to our Operations." According to publicly available
information, additional risks related to KPN have included:

· As a result of the increasing substitution of data services, in place of traditional voice and SMS communications, KPN's traditional voice and SMS

markets have been decreasing and are expected to continue to decrease due to increasing competition from alternative modes of telecommunication.

· KPN faces decreases in fixed and mobile termination rates in the Netherlands, Belgium and Germany, as the national regulatory authorities have been
taking action to significantly reduce termination rates in these countries. On April 16, 2013, the Dutch telecommunications regulator, the Authority for
Consumers and Markets (Autoriteit Consument en Markt), published a draft decision which may result in further reductions in termination rates. In

addition, increasingly stringent price caps on roaming charges have been instituted throughout the European Union. As a result, roaming charges KPN may
charge its wholesale customers for voice, SMS and data roaming are expected to decline until the end of 2014, and after that time, retail prices for these
services will be subject to price caps until July 2017.

· According to The Organisation for Economic Co-operation and Development, the macro-economic outlook in KPN's geographical markets remains
relatively weak compared to historical levels, with projected 2013 gross domestic product ("GDP") growth of 0.2%, 0.6% and 0.5% in the Netherlands,

Germany and Belgium, respectively. Weakness in the Dutch, German or Belgian economies, and, in particular, low GDP growth and increasing levels of
unemployment, has had and, if such economic weakness persists, may continue to have a direct negative impact on the spending patterns of customers, both
in terms of the products they subscribe for and the extent to which they use such products.

· Many of KPN's employees are members of unions, and KPN may experience employee or labor relations problems, which may lead to work stoppages,

reputational damage or increased costs.

· KPN's challenger strategy in Germany and Belgium, where it competes with incumbent mobile service providers which generally have superior brand

recognition, distribution networks and financial resources, may not be successful.

· Following the results of a 2012 Dutch spectrum auction, each of Fitch Ratings Ltd., Moody's and S&P downgraded KPN's debt.

· KPN's deployment of its FttH (fiber to the home) network is dependent upon its joint venture, Reggefiber. Increasing KPN's ownership in the joint venture

would require KPN to fully consolidate Reggefiber's assets and liabilities on KPN's consolidated balance sheet, resulting in substantial additional
leverage.

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