Obligation America Movil 3% ( XS0802174044 ) en EUR

America Movil

100.839 % ▲

Mexique

XS0802174044 ( en EUR )

3% par an ( paiement annuel )

11/07/2021 - Obligation échue

Prospectus brochure de l'obligation America Movil XS0802174044 en EUR 3%, échue

100 000 EUR

1 000 000 000 EUR

L'Obligation émise par America Movil ( Mexique ) , en EUR, avec le code ISIN XS0802174044, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/07/2021

PROSPECTUS SUPPLEMENT
(To the Listing Prospectus Dated June 28, 2012)

América Móvil, S.A.B. de C.V.
1,000,000,000 3.000% Senior Notes due 2021

We are offering 1,000,000,000 aggregate principal amount of our 3.000% senior notes due 2021 (the "notes"). We will pay
interest on the notes on July 12 of each year, beginning on July 12, 2013. The notes will mature on July 12, 2021.
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 may redeem,
in whole or in part, the notes at any time by paying the greater of the principal amount of the notes to be redeemed and the "make-
whole" amount, plus accrued interest to the redemption date. See "Description of Notes--Optional Redemption" in this prospectus
supplement.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market.
This Prospectus Supplement and the Prospectus dated June 28, 2012 constitute a prospectus for the purpose of the Luxembourg
law dated July 10th 2005 on Prospectuses for Securities. This Prospectus Supplement and the Prospectus dated June 28, 2012 may
only be used for the purpose for which they have been published.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 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)

3.000% Senior Notes due 2021 .......................................... ....
99.977%

0.210%

99.767%
997,670,000

(1)
Plus accrued interest, if any, from July 12, 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 was made in book-entry form through the facilities of Clearstream Banking, société anonyme
("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear") on July 12, 2012.
Joint Book-Running Managers

Deutsche Bank

HSBC
Co-Managers
Banca IMI
BBVA Securities
Credit SUisse
The date of this prospectus supplement is July 20, 2012

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
Page

PROSPECTUS SUPPLEMENT SUMMARY ..................................................................................................................................... .. S-1
PRESENTATION OF FINANCIAL INFORMATION ........................................................................................................................... .. S-6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ...................................................................................................... .. S-6
RISK FACTORS ........................................................................................................................................................................ .. S-7
EXCHANGE RATES ................................................................................................................................................................
S-7
USE OF PROCEEDS ................................................................................................................................................................
S-8
CAPITALIZATION ..................................................................................................................................................................... .. S-9
SELECTED AUDITED CONSOLIDATED FINANCIAL INFORMATION ................................................................................................................................ S-11
OPERATING AND FINANCIAL REVIEW AS OF MARCH 31, 2012 AND FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 .....................
. . S-14
DESCRIPTION OF NOTES .......................................................................................................................................................... .. S-19
TAXATION .............................................................................................................................................................................. .. S-23
UNDERWRITING (CONFLICTS OF INTEREST) .............................................................................................................................. .. S-28
VALIDITY OF THE NOTES ........................................................................................................................................................ .. S-32
EXPERTS ................................................................................................................................................................................. .. S-32
LISTING AND GENERAL INFORMATION ............................................................................................................................................................................................ ...S-33
DESCRIPTION OF THE ISSUER ............................................................................................................................................................................................................... ...S-34

PROSPECTUS
Page

ABOUT THIS PROSPECTUS ........................................................................................................................................................ ..
1
FORWARD-LOOKING STATEMENTS .......................................................................................................................................... ..
2
AMÉRICA MÓVIL ................................................................................................................................................................
3
RISK FACTORS ........................................................................................................................................................................ ..
4
USE OF PROCEEDS ................................................................................................................................................................
4
DESCRIPTION OF DEBT SECURITIES ......................................................................................................................................... ..
5
DESCRIPTION OF WARRANTS ................................................................................................................................................... .. 16
DESCRIPTION OF GUARANTEES ................................................................................................................................................ .. 17
FORM OF SECURITIES, CLEARING AND SETTLEMENT ................................................................................................................ .. 18
TAXATION .............................................................................................................................................................................. .. 23
PLAN OF DISTRIBUTION ........................................................................................................................................................... .. 26
EXPERTS ................................................................................................................................................................................. .. 26
VALIDITY OF SECURITIES ........................................................................................................................................................ .. 27
ENFORCEABILITY OF CIVIL LIABILITIES ................................................................................................................................
27
WHERE YOU CAN FIND MORE INFORMATION.......................................................................................................................... .. 27
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................................................... .. 27

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.
In connection with the offering of the notes, Deutsche Bank AG, London Branch, or any person acting for it may over-
allot the notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which
might otherwise prevail. However, there is no assurance that Deutsche Bank AG, London Branch, or any person acting for it
will undertake stabilization action. Any stabilization action may begin at any time after the adequate public disclosure of the
final terms of the offer of the notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the closing date and 60 days after the date of the allotment of the notes. Any stabilization action or over-allotment must
be conducted by Deutsche Bank AG, London Branch, or any person acting for it in accordance with all applicable laws and
regulations.

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
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%.
S-1

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. ("Net Serviços") 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.
·
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.
S-2

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
On May 29, 2012, our subsidiary AMOV Europa B.V. ("AMOV") commenced 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. AMOV offered to purchase up to the number of shares that would result in
AMOV and América Móvil holding 393,283,000 shares (representing a total of up to approximately 27.7% of all outstanding shares of
KPN). The offer is subject to Dutch disclosure and procedural requirements, which differ from those of the United States. We
purchased shares of KPN prior to commencing and during the offer, and as of June 27, 2012, América Móvil and AMOV held a total
of 353,283,000 shares of KPN, representing 24.9% of the outstanding shares of KPN. The offer expired on June 27, 2012, and more
than a sufficient number of shares needed for us to reach the maximum ownership amount of 27.7% of the outstanding shares was
tendered. Upon closing of the tender offer, the total aggregate cost of our investment in KPN is expected to be 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 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.

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.

S-3

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
1,000,000,000 aggregate principal amount of 3.000% Senior Notes due 2021.

Issue Price

99.977%, plus accrued interest, if any, from July 12, 2012.

Issue Date

The notes will be issued on July 12, 2012.

Maturity

The notes will mature on July 12, 2021.

Interest Rate

The notes will bear interest at the rate of 3.000% per year from July 12, 2012.

Interest Payment Dates
Interest on the notes will be payable on July 12 of each year, beginning on July 12,
2013.

Currency of Payment

All payments of principal of and premium, if any, and interest on the notes will be
made in euro.

Calculation of Interest
Interest will be computed on the basis of a 365-day year or 366-day year, as
applicable and the actual number of days elapsed.

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) 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 general corporate
purposes, principally the repayment of indebtedness in U.S. dollars and euro
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, 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%
or, in certain circumstances, 10%. See "Taxation--Mexican Tax Considerations"
in this prospectus supplement and in the accompanying prospectus. We will pay
S-4

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 at any time in whole or in part by paying the
greater of the principal amount of the notes to be redeemed and the "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 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
Application has been made to list the notes on the Official List of the Luxembourg
Stock Exchange for trading on the Euro MTF Market.

ISIN, Common Code and WKN
The ISIN for the notes is XS0802174044. The Common Code for the notes is
080217404. The WKN for the notes is A1G64N.

Form and Denominations

The notes will be issued only in registered form without coupons and in minimum
denominations of 100,000 and integral multiples of 1,000 in excess thereof.

Except in limited circumstances, the notes will be issued in the form of global
notes. See "Form of Securities, Clearing and Settlement--Debt Securities
Denominated in a Currency other than U.S. Dollars" in the accompanying

prospectus. Beneficial interests in the global notes will be shown on, and transfers
of beneficial interests in the global notes will be made only through, records
maintained by Clearstream and Euroclear.

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

London Paying Agent and Transfer Agent
The Bank of New York Mellon London Branch.

Luxembourg Paying Agent and Transfer
Agent

The Bank of New York Mellon (Luxembourg) S.A.

Luxembourg Listing Agent

The Bank of New York Mellon (Luxembourg) S.A.

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.

Conflicts of Interest

Affiliates of certain of the underwriters will receive more than 5% of the net
proceeds of this offering, and, accordingly, this offering is being made in
compliance with the requirements of Rule 5121 of the Financial Industry
Regulatory Authority ("FINRA"). Because the notes to be offered will be rated
investment grade, pursuant to Rule 5121, the appointment of a qualified
independent underwriter is not necessary.

S-5

PRESENTATION OF FINANCIAL INFORMATION
This prospectus supplement incorporates by reference our audited consolidated financial statements as of December 31, 2010
and 2011 and for each of the years ended December 31, 2009, 2010 and 2011, which are included in our annual report on Form 20-F
for the year ended December 31, 2011. This prospectus supplement also incorporates by reference our unaudited consolidated
financial data as of March 31, 2012 and for the three months ended March 31, 2011 and 2012, which are included in our report on
Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on June 28, 2012. See "Incorporation of Certain
Documents by Reference" in this prospectus supplement.
Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board as of December 31, 2011. Our consolidated financial statements
are presented in Mexican pesos. Our date of transition to IFRS was January 1, 2009. The financial statements of our non-Mexican
subsidiaries have been translated to Mexican pesos. Note 2(b)(ii) to our audited consolidated financial statements describes how we
translate the financial statements of our non-Mexican subsidiaries.
References herein to "Mexican pesos" or "Ps." are to the lawful currency of Mexico. References herein to "U.S. dollars" or
"U.S.$" are to the lawful currency of the United States. References herein to "euro" or "" are to the lawful currency of the member
states of the European Monetary Union that have adopted or that will adopt the single currency in accordance with the Treaty
Establishing the European Community, as amended by the Treaty on European Union.
This 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.12.8039 to U.S.$1.00, which was the rate reported by
Banco de México for March 31, 2012, as published in the Official Gazette of the Federation (Diario Oficial de la Federación, or
"Official Gazette").
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, 2011, filed with the SEC on April 30, 2012 (SEC File
No. 001-16269) ("our 2011 Form 20-F");
·
our report on Form 6-K, filed with the SEC on June 28, 2012 (SEC File No. 001-16269), containing our operating and
financial review as of March 31, 2012 and for the three months ended March 31, 2012 and 2011;
·
any future annual reports on Form 20-F filed with the SEC after the date of this prospectus supplement and prior to the
termination of the offering of the securities offered by this prospectus supplement; and
·
any future reports on Form 6-K that we file with the SEC after the date of this prospectus supplement and prior to the
termination of the offering of the securities offered by this prospectus supplement 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.

S-6

RISK FACTORS
You should refer to the risk factors discussed under "Risk Factors" in the accompanying prospectus and "Item 3--Risk Factors"
in our 2011 Form 20-F incorporated by reference in this prospectus supplement.
EXCHANGE RATES
U.S. Dollar/Mexican Peso
Mexico has a free market for foreign exchange, and the Mexican government allows the Mexican peso to float freely against the
U.S. dollar. We cannot assure you that the Mexican government will maintain its current policies with regard to the Mexican peso or
that the Mexican peso will not 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 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

2007 ..................................................................................................... ....11.2692
10.6670
10.9253
10.9169
2008 ..................................................................................................... ....13.9350
9.9166
11.2124
13.8320
2009 ..................................................................................................... ....15.4060
12.6318
13.5777
13.0576
2010 ..................................................................................................... ....13.1940
12.1556
12.6352
12.3825
2011 ..................................................................................................... ....14.2542
11.5050
12.4270
13.9510
2012

January ....................................................................................... ....13.7502
12.9251

13.0356

February ..................................................................................... ....12.9514
12.6250

12.7941

March ......................................................................................... ....12.9900
12.6280

12.8115

April ........................................................................................... ....13.2290
12.7301

12.9900

May ............................................................................................ ....14.3045
12.8877

14.3045

June ........................................................................................... ....14.365014. 3
6
5
0
13.4110

13.411013.8470

July (through July 13) ............................................................... . 13.4914
13.2921

(1)
Average of month-end rates.
The noon buying rate published by the Federal Reserve Bank of New York on July 13, 2012 (the latest practicable date prior to
the date hereof) was Ps.13.3450 to U.S.$1.00.
Euro/U.S. Dollar
The table below sets forth, for the periods and dates indicated, the high, low, average and period-end noon buying rate in New
York City for cable transfers of euro as announced by the Federal Reserve Bank of New York for the periods indicated, expressed in
U.S. dollars per euro. The rates in this table are provided for your reference only.

Period
High
Low
Average(1)
Period End

2007 ......................................................................................................... ....1.4862
1.2904
1.3711
1.4603
2008 ......................................................................................................... ....1.6010
1.2446
1.4726
1.3919
2009 ......................................................................................................... ....1.5100
1.2547
1.3955
1.4332
2010 ......................................................................................................... ....1.4536
1.1959
1.3216
1.3269
2011 ......................................................................................................... ....1.4875
1.2926
1.3995
1.2973
2012

January ........................................................................................... ....1.3192
1.2682

1.3053

February ......................................................................................... ....1.3463
1.3087

1.3359

March ............................................................................................. ... 1.3336
1.3025

1.3334

April ............................................................................................... . 1.3337
1.3064

1.3229

May ................................................................................................
1.3226
1.2364

1.2364

June ............................................................................................... . 1.270314. 3650
1.242013.6982

1.266813.8470

July (through July 13) ................................................................
1.2620
1.2199

(1)
Average of month-end rates.
The noon buying rate published by the Federal Reserve Bank of New York on July 13, 2012 was U.S.$1.2232 to 1.00.
S-7

USE OF PROCEEDS
The net proceeds from the sale of the notes, after payment of underwriting discounts and transaction expenses, are expected to
be approximately 997 million (or approximately Ps.17,295 million). We intend to use the net proceeds from the sale of the notes for
general corporate purposes, principally the repayment of indebtedness in U.S. dollars and euro incurred after March 31, 2012 under
our existing revolving credit facilities in order to finance our recent investments and acquisition. See "Prospectus Supplement
Summary--Recent Developments" and "Capitalization" in this prospectus supplement. Our indebtedness under these credit facilities
matures between 2014 and 2016 and bears interest based on LIBOR. See our 2011 Form 20-F, which is incorporated by reference in
this prospectus supplement. Affiliates of Deutsche Bank AG, London Branch, HSBC Bank plc and other underwriters are lenders
under these credit facilities.

S-8