Obligation América Móvil 5% ( US02364WAV72 ) en USD

América Móvil

100 % ⇌

Mexique

US02364WAV72 ( en USD )

5% par an ( paiement semestriel )

30/03/2020 - Obligation échue

Prospectus brochure de l'obligation America Movil US02364WAV72 en USD 5%, échue

100 000 USD

2 124 815 000 USD

02364WAV7

N/A

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 US02364WAV72, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2020

Prospectus
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424B3 1 d424b3.htm PROSPECTUS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Nos. 333-168132
333-168132-01
P R O S P E C T U S

Offer to Exchange
the following series of notes:
3.625% Senior Notes due 2015
5.000% Senior Notes due 2020
6.125% Senior Notes due 2040
of
América Móvil, S.A.B. de C.V.
Unconditionally guaranteed by Radiomóvil Dipsa, S.A. de C.V.
Material Terms of the Exchange Offer

· We are offering to exchange, commencing on July 26,
· We will not receive any proceeds from the exchange
2010:
offer.

· the 3.625% Senior Notes due 2015 we sold previously · We will pay the expenses of the exchange offer.
in private offerings (the "Original Notes due 2015") · No dealer-manager is being used in connection with
for new registered exchange notes due 2015 (the
the exchange offer.
"Exchange Notes due 2015");

· The exchange of notes will not be a taxable exchange

· the 5.000% Senior Notes due 2020 we sold previously
for U.S. federal income tax purposes.
in private offerings (the "Original Notes due 2020") · Our wholly-owned subsidiary Radiomóvil Dipsa, S.A.
for new registered exchange notes due 2020 (the
de C.V. has irrevocably and unconditionally agreed
"Exchange Notes due 2020"); and
to guarantee the payment of principal, premium, if

· the 6.125% Senior Notes due 2040 we sold previously
any, interest and all other amounts in respect of the
in private offerings (the "Original Notes due 2040"
Exchange Notes.
and, together with the Original Notes due 2015 and
the Original Notes due 2020, the "Original Notes")
for new registered exchange notes due 2040 (the
"Exchange Notes due 2040" and, together with the
Exchange Notes due 2015 and the Exchange Notes
due 2020, the "Exchange Notes").

· The terms of the Exchange Notes due 2015 are identical to
the terms of the Original Notes due 2015, the terms of the
Exchange Notes due 2020 are identical to the terms of the
Original Notes due 2020, and the terms of the Exchange
Notes due 2040 are identical to the terms of the Original
Notes due 2040, except for the transfer restrictions and
registration rights relating to the Original Notes.

· We will exchange all Original Notes that are validly
tendered and not validly withdrawn.

· The exchange offer will expire at 5:00 p.m., New York City
time, on August 25, 2010 unless we extend it.

· You may withdraw tenders of Original Notes at any time
before 5:00 p.m., New York City time, on the date of the
expiration of the exchange offer.

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See "Risk Factors" beginning on page 15 of this prospectus for a discussion of certain factors that you should
consider before participating in the exchange offer.
Neither the Securities and Exchange Commission, or the "SEC," nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
THIS PROSPECTUS IS SOLELY OUR RESPONSIBILITY AND HAS 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 TO EXCHANGE 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 EXCHANGE NOTES OR OUR SOLVENCY. THE EXCHANGE NOTES MAY NOT BE OFFERED OR
SOLD IN MEXICO ABSENT AN AVAILABLE EXCEPTION UNDER THE LEY DEL MERCADOS DE VALORES
(MEXICAN SECURITIES LAW). IN ACCEPTING THE OFFER TO EXCHANGE, ALL INVESTORS,
INCLUDING MEXICAN CITIZENS WHO MAY ACQUIRE THE EXCHANGE NOTES FROM TIME TO TIME,
MUST RELY ON THEIR OWN EXAMINATION OF AMÉRICA MÓVIL AND TELCEL.
The date of this prospectus is July 26, 2010
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Table of Contents
Table of Contents

About this Prospectus

1
Where You Can Find More Information

1
Enforceability of Civil Liabilities

1
Forward-Looking Statements

2
Market Information

2
Prospectus Summary

3
Presentation of Financial Information
11
Incorporation of Certain Documents By Reference
13
Risk Factors
15
Acquisitions of Carso Global Telecom and Telmex Internacional
19
Exchange Rates
22
Use of Proceeds
23
Ratio of Earnings to Fixed Charges
23
Capitalization
24
The Exchange Offer
26
Description of Exchange Notes
35
Form of Notes, Clearing and Settlement
50
Taxation
53
Plan of Distribution
58
Validity of the Exchange Notes
59
Experts
59
Listing and General Information
60

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ABOUT THIS PROSPECTUS
Application will be made to list the Exchange Notes on the Official List of the Luxembourg Stock Exchange for trading
on the Euro MTF Market of such Exchange. However, even if admission to listing is obtained, we will not be required to
maintain it.
You should rely only on the information contained in this prospectus. No person has been authorized to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it.
We are not making the exchange offer in places where it is not permitted.
You should not assume that the information contained in this prospectus is accurate as of any date other than the
date on the front cover of this prospectus.
As used in this prospectus, "América Móvil," "we," "our" and "us" refer to América Móvil, S.A.B. de C.V. and its
consolidated subsidiaries, unless the context otherwise requires or unless otherwise specified. References to "Telcel" are to
Radiomóvil Dipsa, S.A. de C.V.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement for the Exchange Notes, including exhibits, that we have filed with the
Securities and Exchange Commission, or the "SEC," on Form F-4 under the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus does not contain all of the information set forth in the registration statement. Statements
made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. We
have filed certain of these documents as exhibits to our registration statement and we refer you to those documents. Each
statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.
We file or furnish reports, including annual reports on Form 20-F and reports on Form 6-K, 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.
ENFORCEABILITY OF CIVIL LIABILITIES
América Móvil and Telcel are corporations organized under the laws of Mexico, with our principal places of business
(domicilio social) 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 prospectus, 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 these persons in U.S. courts, or to enforce in U.S. courts judgments obtained against these
persons 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 Bufete Robles Miaja, 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.

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FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995.
Although we have based these forward-looking statements on our expectations and projections about future events, it is
possible that actual events may differ materially from our expectations. In many cases, we include together with the forward-
looking statements themselves a discussion of factors that may cause actual events to differ from our 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, objectives or goals, including those relating to competition, regulation and rates;

· statements about our future economic performance or that of Mexico or other countries in which we currently

operate;

· competitive developments in the telecommunications sector in each of the markets where we currently operate or

into which we may expand;

· other factors and trends affecting the telecommunications industry generally and our financial condition in

particular; and

· statements of assumptions underlying the foregoing statements.
Information regarding important factors that could cause actual events to differ, perhaps materially, from our forward-
looking statements is contained under "Forward-Looking Statements" in our annual report on Form 20-F for the year ended
December 31, 2009, which is incorporated in this prospectus by reference, and may also be continued in more recent reports
on Form 6-K incorporated in this prospectus by reference. See "Where You Can Find More Information" above for
information about how to obtain a copy of these documents.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information or future events or for any other reason.
MARKET INFORMATION
In this prospectus, we make statements about our competitive positions and market shares in the wireless
telecommunications sector or Mexico and the other countries in which we operate. We have made these statements partly on
the basis of information from third-party sources that we believe are reliable. Although we have no reason to believe that any
of this third-party information is inaccurate in any material respect, we and Telcel have not independently verified the
competitive position, market share and other industry data provided by third parties or by industry or general publications.

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PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and the documents incorporated by reference
and does not contain all of the information that may be important to you. You should carefully read this entire
prospectus and the documents incorporated by reference, including the risk factors and financial statements.
América Móvil
We are the largest provider of wireless communications services in Latin America based on subscribers. As of
March 31, 2010, we had 206.4 million wireless subscribers in 18 countries, compared to 201.0 million at year-end 2009
and 186.6 million as of March 31, 2009. Because our focus is on Latin America, a substantial majority of our wireless
subscribers are prepaid customers. We also had an aggregate of approximately 3.8 million fixed lines in Central America
and the Caribbean as of March 31, 2010, making us the largest fixedline operator in Central America and the Caribbean
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 mobile

telecommunications service in all nine regions in Mexico. As of March 31, 2010, we had 60.3 million
subscribers in Mexico. We are the largest provider of mobile telecommunications services in Mexico.

· Brazil. With approximately 45.6 million subscribers as of March 31, 2010, we are one of the three largest
providers of wireless telecommunications services in Brazil based on the number of subscribers. We operate in

Brazil through our subsidiaries, Claro S.A. and Americel S.A., under the unified brand name "Claro." Our
network covers the main cities in Brazil (including São Paulo and Rio de Janeiro).

· Southern Cone. We provide wireless services in Argentina, Paraguay, Uruguay and Chile. As of March 31,

2010, we had 22.5 million subscribers in the Southern Cone region. We operate under the "Claro" brand in the
region.

· Colombia and Panama. We provide wireless services in Colombia under the "Comcel" brand. As of March 31,

2010, we had 28.2 million wireless subscribers in Colombia and Panama. We are the largest wireless provider
in Colombia. We began providing wireless services in Panama in March 2009.

· Andean Region. We provide wireless services in Peru and Ecuador. As of March 31, 2010, we had 18.5 million

subscribers in the Andean region. We operate under the "Porta" brand in Ecuador and under the "Claro" brand
in Peru.

· Central America. We provide fixed-line and wireless services in Guatemala, El Salvador, Honduras and
Nicaragua. Our Central American subsidiaries provide wireless services under the "Claro" brand. As of

March 31, 2010, our subsidiaries had 9.7 million wireless subscribers, over 2.3 million fixed-line subscribers in
Central America and 0.3 million broadband subscribers.

· United States. Our U.S. subsidiary, TracFone Wireless Inc., or "Tracfone," is engaged in the sale and

distribution of prepaid wireless services and wireless phones throughout the United States, Puerto Rico and the
U.S. Virgin Islands. It had approximately 15.5 million subscribers as of March 31, 2010.

· Caribbean. Compañía Dominicana de Teléfonos, C. por A., or "Codetel," is the largest telecommunications
service provider in the Dominican Republic with 5.0 million wireless subscribers, 0.8 million fixed-line

subscribers and 0.2 million broadband subscribers as of March 31, 2010. We provide fixed-line and broadband
services in the Dominican Republic under the "Codetel" brand and wireless services under the "Claro" brand.

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· Puerto Rico. Telecomunicaciones de Puerto Rico, Inc., or "TELPRI," through its subsidiaries, is the largest
telecommunications service provider in Puerto Rico with approximately 0.8 million fixed-line subscribers and

0.8 million wireless subscribers as of March 31, 2010. We provide fixed-line and broadband services in Puerto
Rico under the "PRT" brand and wireless services under the "Claro" brand.

· Jamaica. Oceanic Digital Jamaica Limited, or "Oceanic," provides wireless and value added services

throughout Jamaica, with 0.5 million wireless subscribers as of March 31, 2010.
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 Alberto 366, Edificio Telcel I, Colonia Anáhuac, Delegación Miguel
Hidalgo, 11320, México D.F., México. Our telephone number at this location is (5255) 2581-4449.
Acquisitions of Carso Global Telecom and Telmex Internacional
On June 16, 2010, we completed two separate but concurrent acquisitions (together, the "Acquisitions"):

· We acquired 99.44% of the outstanding shares of Carso Global Telecom, S.A.B. de C.V. ("CGT" and the

related acquisition, the "CGT Acquisition") in exchange for América Móvil Series L Shares ("AMX L
Shares"). The CGT Acquisition was made by means of a public exchange offer.

· We acquired 93.56% of the outstanding Series L Shares ("TII L Shares") and Series A Shares ("TII A Shares")
of Telmex Internacional, S.A.B. de C.V. ("Telmex Internacional"), directly, in exchange for cash and AMX L

Shares (the "TII Acquisition") and, indirectly, through the CGT Acquisition. The TII Acquisition was made by
means of a public tender offer and exchange offer, in which holders of TII L Shares and TII A Shares elected
whether to receive cash or AMX L Shares.
Telmex Internacional provides a wide range of telecommunications services in Brazil, Colombia and other countries
in Latin America. CGT is a holding company with controlling interests in Telmex Internacional and Teléfonos de
México, S.A.B. de C.V. ("Telmex"), a leading Mexican telecommunications provider. We believe that the Acquisitions
will enable us to achieve synergies between our business and that of Telmex Internacional.
Of the TII A Shares and TII L Shares (including shares represented by American Depositary Shares, or "ADSs")
tendered, cash elections were made with respect to approximately 2,297 million shares. On June 16, 2010, we paid
approximately Ps.26,784 million (equivalent to approximately U.S.$2,126 million, based on the June 16, 2010 exchange
rate of Ps.12.5974 to U.S.$1.00) to tendering shareholders of Telmex Internacional who elected to receive cash, and we
issued approximately 1,349 million AMX L Shares (including AMX L Shares represented by ADSs) to tendering
shareholders of Telmex Internacional who elected to receive shares. Tendering holders of Telmex Internacional ADSs
received cash or AMX L Shares in the form of ADSs on June 18, 2010. We also issued approximately 7,089 million
AMX L Shares (including AMX L Shares represented by ADSs) to tendering shareholders of CGT.
Following the Acquisitions, América Móvil had 40,546,724,182 shares of capital stock outstanding as of June 16,
2010.

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Summary of the Exchange Offer

Background
On March 30, 2010, we completed the private offering of
U.S.$750,000,000 aggregate principal amount of our 3.625% Senior Notes
due 2015, U.S.$2,000,000,000 aggregate principal amount of our 5.000%
Senior Notes due 2020 and U.S.$1,250,000,000 aggregate principal
amount of our 6.125% Senior Notes due 2040. In connection with that
offering, we and our wholly-owned subsidiary Telcel entered into a
registration rights agreement with the initial purchasers of the Original
Notes in which we agreed, among other things, to complete this exchange
offer. Under the terms of the exchange offer, you are entitled to exchange
the Original Notes of any series for Exchange Notes of the corresponding
series evidencing the same indebtedness and with substantially similar
terms, except for the transfer restrictions and registration rights relating to
the Original Notes. The exchange offer is intended to satisfy our and
Telcel's obligations under the registration rights agreement. If the
exchange offer is not completed within the time period specified in the
registration rights agreement, we will be required to pay additional interest
on the Original Notes. You should read the discussion under the heading
"Description of the Notes" for further information regarding the Exchange
Notes.

The exchange offer
We are offering to exchange (i) up to U.S.$750,000,000 aggregate
principal amount of our 3.625% Senior Notes due 2015 that have been
registered under the Securities Act for our 3.625% Senior Notes due 2015
that were issued on March 30, 2010 in the private offering; (ii) up to
U.S.$2,000,000,000 aggregate principal amount of our 5.000% Senior
Notes due 2020 that have been registered under the Securities Act for our
5.000% Senior Notes due 2020 that were issued on March 30, 2010 in the
private offering and (iii) up to U.S.$1,250,000,000 aggregate principal
amount of our 6.125% Senior Notes due 2040 that have been registered
under the Securities Act for our 6.125% Senior Notes due 2040 that were
issued on March 30, 2010 in the private offering.

To participate in the exchange offer, you must follow the automatic tender
offer program, or "ATOP," procedures established by The Depository
Trust Company, or "DTC," for tendering notes held in book-entry form.
The ATOP procedures require that the exchange agent receive, prior to the
expiration date of the exchange offer, a computer-generated message
known as an "agent's message" that is transmitted through ATOP and that
DTC confirm that:

· DTC has received instructions to exchange your Original Notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more details, please read "The Exchange Offer--Terms of the
Exchange Offer" and "The Exchange Offer--Procedures for

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Tendering." Any holder electing to have Original Notes exchanged
pursuant to this exchange offer must properly tender your Original Notes
prior to the close of business on the expiration date. All Original Notes

validly tendered and not properly withdrawn will be accepted for
exchange. Original Notes may be exchanged only in minimum
denominations of $100,000 and integral multiples of $1,000 in excess
thereof.

Resales of Exchange Notes
We believe that the Exchange Notes may be offered for resale, resold or
otherwise transferred by you (unless you are our "affiliate" within the
meaning of Rule 405 of the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that:

· you acquire the Exchange Notes in the ordinary course of business; and

· you are not participating, do not intend to participate, and have no

arrangement or understanding with any person to participate in the
distribution of the Exchange Notes.

If any of the foregoing is not true and you transfer any exchange note
without delivering a prospectus meeting the requirements of the Securities
Act and without an exemption of your Exchange Notes from such
requirements, you may incur liability under the Securities Act. We do not
assume or indemnify you against such liability.

If you are a broker-dealer and receive Exchange Notes for your own
account in exchange for Original Notes that were acquired as a result of
market-making activities or other trading activities, you must represent to
us that you will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the Exchange Notes.

Consequences of failure to exchange
If we complete the exchange offer and you do not participate in it, then:

· your Original Notes will continue to be subject to the existing

restrictions upon their transfer;

· we and Telcel will have no further obligation to provide for the

registration under the Securities Act of those Original Notes except
under certain limited circumstances; and

· the liquidity of the market for your Original Notes could be adversely

affected.

Expiration date
This exchange offer will remain open for at least 20 full business days (as
defined by Exchange Act Rule 14d-1(g)(3)) and will expire at 5:00 p.m.,
New York City time, on August 25, 2010, or such later date and time to
which we extend it (the "expiration date").

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Withdrawal of tenders
You may withdraw your tender of Original Notes at any time prior to the
expiration date. To withdraw, you must submit a notice of withdrawal to
the exchange agent using ATOP procedures before 5:00 p.m., New York
City time, on the expiration date of the exchange offer. Please read "The
Exchange Offer--Withdrawal of Tenders."

Conditions
The exchange offer is subject to certain customary conditions. See "The
Exchange Offer--Conditions."

Certain income tax considerations
This exchange of the Original Notes for Exchange Notes will not be a
taxable exchange for U.S. federal income tax purposes.

Use of proceeds
We will not receive any cash proceeds from the issuance of the Exchange
Notes in this exchange offer.

Exchange agent
The Bank of New York Mellon is serving as exchange agent in connection
with the exchange offer.

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