Obligation América Móvil 8.46% ( XS0329579600 ) en MXN

América Móvil

100 % ▼

Mexique

XS0329579600 ( en MXN )

8.46% par an ( paiement annuel )

17/12/2036

Prospectus brochure de l'obligation America Movil XS0329579600 en MXN 8.46%, échéance 17/12/2036

1 000 000 MXN

7 355 500 000 MXN

18/12/2025 ( Dans 156 jours )

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 MXN, avec le code ISIN XS0329579600, paye un coupon de 8.46% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/12/2036

OFFERING MEMORANDUM
Ps.8,000,000,000
América Móvil, S.A. de C.V.
8.46% Senior Notes Due 2036
Unconditionally Guaranteed by
Radiomóvil Dipsa, S.A. de C.V.
We are offering Ps.8,000,000,000 aggregate principal amount of our 8.46% senior notes due 2036. The
notes will mature on December 18, 2036. Interest on the notes will be payable on June 18 and December 18 of
each year, beginning on June 18, 2007. Payment of principal, interest, additional amounts and any other
amounts in respect of the notes will be made in U.S. dollars, unless a holder of notes elects to be paid in
Mexican pesos as described in this offering memorandum.
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, interest, additional amounts and any other
amounts in respect of the notes.
The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt
obligations. The guarantees will rank equally in right of payment with all of Telcel's other unsecured and
unsubordinated debt obligations.
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 and any additional amounts due thereon to the redemption date.
We and Telcel have agreed to file an exchange offer registration statement pursuant to a registration rights
agreement.
Application has been made to admit the notes to listing on the Official List of the Luxembourg Stock
Exchange and for trading on the Euro MTF Market ("EuroMTF").
Investing in the notes involves risks. See "Risk Factors" beginning on page 12.
Issue Price: 100% plus accrued interest, if any, from December 18, 2006
Purchasers of notes may make the payment of the issue price in U.S. dollars (based on an exchange rate on
December 7, 2006 of Ps.10.8970 per U.S.$1.00) or in Mexican pesos.
The notes have not been registered under the U.S. Securities Act of 1933, as amended. Accordingly, we are
offering the notes only (1) to qualified institutional buyers under Rule 144A and (2) outside the United States
in compliance with Regulation S. For certain restrictions on transfer of the notes, see "Transfer Restrictions"
beginning on page 45.
THIS OFFERING MEMORANDUM IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN
REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES
COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR "CNBV"). REGISTRATION
OF THE NOTES WITH THE SPECIAL SECTION (SECCIÓN ESPECIAL) OF THE NATIONAL
SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE CNBV
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 EXEMPTION UNDER THE MEXICAN SECURITIES ACT (LEY DEL MERCADO DE
VALORES). 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.
Delivery of the notes will be made in book-entry form through the facilities of Clearstream Banking, Société
Anonyme and Euroclear Bank S.A./N.V. on or about December 18, 2006.
Joint Book-Running Managers
HSBC
UBS Investment Bank
Co-Managers
ING
Citigroup
Merrill Lynch & Co.
The date of this offering memorandum is December 7, 2006

TABLE OF CONTENTS
Page
NOTICE TO NEW HAMPSHIRE RESIDENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
REVIEW BY U.S. SECURITIES AND EXCHANGE COMMISSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
RATIOS OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
FORM OF NOTES, CLEARING AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
INDEX TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
You should rely on the information contained or incorporated by reference in this offering memorandum.
We have not, and the initial purchasers have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not, and the initial purchasers are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. 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.
Neither the Securities and Exchange Commission, or SEC, any state securities commission nor any
other regulatory authority, has approved or disapproved the securities; nor have any of the foregoing
authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this offering
memorandum. Any representation to the contrary is a criminal offense.
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
Market 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.
i

We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales
are 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. Neither the delivery of this offering memorandum nor any sale made under it implies that there has
been no change in our affairs or that the information contained or incorporated by reference in this offering
memorandum is correct as of any date after the date of this offering memorandum.
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, Telcel nor
the initial purchasers shall have any responsibility therefor.
The notes are subject to restrictions on transfer. See "Transfer Restrictions."
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,
Telcel 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, Telcel or the initial purchasers.
In making an investment decision, you must rely on your own examination of us and Telcel 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 have not independently
verified any of such information and assume no responsibility for its accuracy or completeness.
None of us, Telcel and 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
ii

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. None of us, Telcel and the initial
purchasers shall have any responsibility for any of the foregoing legal requirements.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT
A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
iii

REVIEW BY U.S. SECURITIES AND EXCHANGE COMMISSION
We will agree to file a registration statement with the SEC with respect to a registered exchange offer for
the notes or a shelf registration statement with respect to resales of the notes. See "Registration Rights." In the
course of the review by the SEC of the registration statement, we may be required to make changes to
information contained in this offering memorandum. Accordingly, comments by the SEC on the registration
statement may require modification or reformulation of information contained or incorporated by reference in
this offering memorandum.
ENFORCEABILITY OF CIVIL LIABILITIES
We and Telcel are corporations (sociedades anónimas de capital variable) organized under the laws of
Mexico, with our principal places of business (domicilios sociales) in Mexico City. In addition, most of our and
Telcel's respective directors, officers and controlling persons, as well as certain experts named in this offering
memorandum, reside outside the United States, and all or a substantial portion of their assets and our assets are
located outside of the United States. As a result, it may be difficult for investors to effect service of process
within the United States upon these persons or to enforce against them, either inside or outside the United States,
judgments obtained against them in U.S. courts, or to enforce in U.S. courts judgments obtained against them in
courts in jurisdictions outside the United States, in each case, in any action predicated upon civil liabilities under
the U.S. federal securities laws. Based on the opinion of Galicia y Robles, S.C., our Mexican counsel, there is
doubt as to the enforceability against these persons in Mexico, whether in original actions or in actions for
enforcement of judgments of U.S. courts, of liabilities predicated solely upon the U.S. federal securities laws.
iv

WHERE YOU CAN FIND MORE INFORMATION
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 and
at our web site at www.americamovil.com. As is described under "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, 2005. 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.
The reference above to our website is an inactive textual reference to the uniform resource locator (URL) and is
for your reference only.
We have agreed that, if we are not subject to the informational requirements of Sections 13 or 15(d) of the
U.S. Securities and Exchange Act of 1934, or the Exchange Act, at any time while the notes constitute "restricted
securities" within the meaning of the Securities Act, we will furnish to holders and beneficial owners of the notes
and to prospective purchasers designated by such holders the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the
notes.
INCORPORATION BY REFERENCE
Our annual report on Form 20-F for the year ended December 31, 2005 (File No. 001-16269), which we
refer to as our 2005 Form 20-F, is incorporated by reference in this offering memorandum. In connection with
our shareholders' consideration of our proposed merger with América Telecom, S.A. de C.V., or Amtel, we have
prepared an Information Statement describing the transaction. The Information Statement is also incorporated by
reference in this offering memorandum. Any statement contained in the 2005 Form 20-F or the Information
Statement shall be deemed to be modified or superseded for purposes of this offering memorandum to the extent
that a statement contained in this offering memorandum 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 offering memorandum. You may obtain a copy of our 2005 Form 20-F and the Information Statement
free of charge by contacting us at our address or telephone number set forth under the caption "Summary."
v

PRESENTATION OF FINANCIAL INFORMATION
Our financial statements in this offering memorandum and our 2005 Form 20-F have been prepared in
accordance with Mexican GAAP and presented in Mexican pesos. Mexican GAAP differs in certain respects
from U.S. GAAP.
In connection with our shareholders' consideration of our proposed merger with América Telecom, S.A. de
C.V., or Amtel, and in accordance with applicable Mexican regulations, we have published our unaudited
condensed consolidated interim financial statements as of and for the ten months ended October 31, 2005 and
2006. Accordingly, we have included these financial statements in this offering memorandum. For further
information on the Amtel merger, see "Recent Developments--Corporate Restructuring and Acquisition
Activity."
Mexican GAAP requires restatement of all financial statements to constant Mexican pesos as of the date of
the most recent balance sheet presented. Our audited consolidated financial statements and the other financial
information appearing in our 2005 Form 20-F are therefore presented in constant Mexican pesos with purchasing
power as of December 31, 2005, while our unaudited condensed consolidated interim financial statements as of
and for the ten months ended October 31, 2005 and 2006 included in this offering memorandum are presented in
constant Mexican pesos with purchasing power as of October 31, 2006. In order to facilitate comparison between
the annual and interim financial information appearing in this offering memorandum, all such information,
including information as of December 31, 2004 and 2005 and for the years ended December 31, 2003, 2004 and
2005, is presented in constant Mexican pesos as of October 31, 2006.
As a result of Mexican inflation during the first ten months of 2006, the purchasing power of one Mexican
peso as of December 31, 2005 was equivalent to the purchasing power of Ps.1.03 as of October 31, 2006.
References in this offering memorandum to "U.S. dollars" or "U.S.$" are to the lawful currency of the
United States. References herein to "Mexican pesos" or "Ps." are to the lawful currency of Mexico.
This offering memorandum contains translations of various Mexican peso amounts into U.S. dollars solely
for your convenience. We have translated these amounts at the exchange rate of Ps.10.7093 to U.S.$1.00, which
was the rate reported by Banco de México on October 30, 2006 for use on October 31, 2006. You should not
construe these translations as representations by us that the nominal Mexican peso or constant Mexican peso
amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.
The exchange rate reported on December 7, 2006 by Banco de México was Ps.10.8558 to U.S.$1.00.
vi

EXCHANGE RATES
Mexico has a free market for foreign exchange, and the Mexican government allows the Mexican peso to
float freely against the U.S. dollar.
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 Mexican pesos published by the Federal Reserve Bank of New York,
expressed in Mexican 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.09
9.18
9.47
9.62
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.97
8.95
9.33
9.16
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.43
9.00
9.75
10.43
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.41
10.11
10.85
11.24
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.64
10.81
11.31
11.15
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.41
10.41
10.87
10.63
2006 (through December 7):
January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.64
10.44
10.54
10.44
February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.53
10.43
10.48
10.45
March . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.95
10.46
10.75
10.90
April . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.16
10.86
11.05
10.09
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.31
10.84
11.09
11.29
June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.46
11.28
11.39
11.29
July . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.18
10.87
10.98
10.92
August . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.02
10.74
10.87
10.91
September . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.10
10.83
10.98
10.98
October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.05
10.70
10.88
10.77
November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.05
10.75
10.91
10.75
December (through December 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.99
10.86
10.91
10.87
(1) The average of month-end average rates during the period, and, in the case of monthly periods, the daily
average rate during the month.
On December 7, 2006 the noon buying rate was Ps.10.87 per U.S.$1.00.
The noon buying rate is not the same as the exchange rate used to translate certain of our financial
statements presented in this offering memorandum or for the purchase of the notes and may not be the same
exchange rates used for payment of principal, interest, additional amounts or any other amounts due in respect of
the notes. See "Presentation of Financial Information" and "Description of Notes--General--Payment
Currency."
vii

FORWARD-LOOKING STATEMENTS
This offering memorandum, including our 2005 Form 20-F, contains forward-looking statements. Examples
of forward-looking statements include the following:
·
projections of operating revenues, net income (loss), net income (loss) per share, capital expenditures,
indebtedness levels, dividends, capital structure or other financial items or ratios;
·
statements of our plans, expectations, objectives or goals, including those relating to competition,
acquisitions, regulation and rates;
·
statements about our future economic performance or that of Mexico or other countries in which we
operate;
·
statements about competitive developments in the telecommunications sector in each of the markets
where we currently operate or into which we may expand;
·
statements about other factors or 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 our forward-looking statements. These factors, some of which are discussed under
"Risk Factors" beginning on page 12 of this offering memorandum and "Item 3--Key Information--Risk
Factors" in our 2005 Form 20-F, include economic and political conditions and government policies in Mexico,
Brazil or elsewhere, inflation rates, exchange rates, regulatory developments, new investment opportunities,
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 do not undertake any obligation to
update such statements in light of new information or future developments.
You should evaluate any statements made by us in light of these important factors.
viii

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 the risk factors and financial statements in this offering memorandum and in our 2005 Form 20-F.
We are the largest provider of wireless communications services in Latin America, based on the number of
subscribers. As of October 31, 2006, we had 115.9 million subscribers in fourteen countries, compared to
85.7 million as of October 31, 2005. On an equity basis (representing our economic interest in our subsidiaries'
subscribers), we had 115.5 million subscribers as of October 31, 2006. Because our focus is on Latin America, a
substantial majority of our wireless subscribers consists of prepaid customers. We also had an aggregate of
approximately 2.1 million fixed lines in Guatemala, Nicaragua and El Salvador as of October 31, 2006, making
us the largest fixed-line operator in Central America, based on the number of subscribers.
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. As of October 31, 2006,
Telcel had 41.2 million subscribers, and Telcel is the largest provider of wireless services in Mexico,
based on the number of subscribers.
·
Argentina. In 2003, we acquired CTI Holdings S.A., or CTI, which provides nationwide wireless
services, though its subsidiaries, in Argentina. CTI operates under the "CTI Móvil" brand. With
approximately 9.4 million subscribers as of October 31, 2006, CTI is the second largest wireless
operator in Argentina, based on the number of subscribers.
·
Brazil. With approximately 22.5 million subscribers as of October 31, 2006, we are one of the three
largest providers of wireless services in Brazil, based on the number of subscribers. We operate in
Brazil through our subsidiaries, BCP S.A. and Americel S.A., under a unified brand name, "Claro."
Our network covers the principal cities in Brazil (including São Paulo and Rio de Janeiro).
·
Central America. We provide fixed-line and wireless services in Guatemala, El Salvador and
Nicaragua through our subsidiaries, Telecomunicaciones de Guatemala S.A., or Telgua, Compañía de
Telecomunicaciones de El Salvador, S.A. de C.V., or CTE, and Empresa Nicaragüense de
Telecomunicaciones S.A., or ENITEL. We also provide wireless services in Honduras through our
subsidiary, Servicios de Comunicaciones de Honduras, S.A. de C.V., or Sercom Honduras. In
September 2006, our Central American subsidiaries began offering wireless services under the "Claro"
brand. As of October 31, 2006, our subsidiaries had 5.4 million wireless subscribers in Central
America.
·
Chile. In August 2005, we began providing wireless services in Chile through Claro Chile, S.A., or
Claro Chile (formerly known as Smartcom, S.A.). With approximately 2.2 million wireless subscribers
as of October 31, 2006, Claro Chile is the third largest wireless operator in Chile, based on the number
of subscribers. Claro Chile operates under the "Claro" brand.
·
Colombia. We provide wireless services in Colombia through Comcel, S.A. under the "Comcel" brand.
With approximately 19.0 million subscribers as of October 31, 2006, we are the largest wireless
operator in the country, based on the number of subscribers.
·
Dominican Republic. On December 1, 2006, we consummated our acquisition of Verizon Dominicana.
Verizon Dominicana is the largest telecommunications service provider in the Dominican Republic
with over 2.1 million wireless subscribers and 750,000 wireline and broadband subscribers as of
September 30, 2006. See "--Recent Developments" below for further details on this acquisition.
1