Obligation América Móvil 3.625% ( USP0280ADV00 ) en USD

América Móvil

100 % ▼

Mexique

USP0280ADV00 ( en USD )

3.625% par an ( paiement semestriel )

30/03/2015 - Obligation échue

Prospectus brochure de l'obligation America Movil USP0280ADV00 en USD 3.625%, échue

100 000 USD

750 000 000 USD

P0280ADV0

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 USP0280ADV00, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2015

OFFERING MEMORANDUM
U.S.$4,000,000,000
América Móvil, S.A.B. de C.V.
U.S.$750,000,000 3.625% Senior Notes due 2015
U.S.$2,000,000,000 5.000% Senior Notes due 2020
U.S.$1,250,000,000 6.125% Senior Notes due 2040
Unconditionally Guaranteed by
Radiomóvil Dipsa, S.A. de C.V.
We are offering U.S.$750,000,000 aggregate principal amount of our 3.625% senior notes due 2015 (the "2015 notes"),
U.S.$2,000,000,000 aggregate principal amount of our 5.000% senior notes due 2020 (the "2020 notes") and
U.S.$1,250,000,000 aggregate principal amount of our 6.125% senior notes due 2040 (the "2040 notes") (the 2015 notes, the
2020 notes and the 2040 notes, collectively, the "notes"). We will pay interest on each series of notes on March 30 and
September 30 of each year, beginning on September 30, 2010. The 2015 notes will mature on March 30, 2015. The 2020 notes
will mature on March 30, 2020. The 2040 notes will mature on March 30, 2040.
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, premium, if any, 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 of any
series, in whole but not in part, at a price equal to 100% of their principal amount plus accrued interest to the redemption date. We
may redeem the notes of any series at any time, in whole or in part, by paying the greater of the principal amount of the notes and
the applicable "make-whole" amount, plus, in each case, accrued interest to the redemption date. See "Description of Notes--
Optional Redemption."
We and Telcel have agreed to file one or more exchange offer registration statements with the U.S. Securities and Exchange
Commission pursuant to a registration rights agreement.
Application will be made to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market of such Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page 7.
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, we
are offering the notes only (1) to qualified institutional buyers under Rule 144A under the Securities Act and (2) outside the United
States in compliance with Regulation S under the Securities Act. For certain restrictions on transfer of the notes, see "Transfer
Restrictions" beginning on page 41.
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"). THE TERMS AND CONDITIONS OF THIS OFFERING
WILL BE NOTIFIED TO THE CNBV FOR INFORMATION 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 EXEMPTION UNDER
THE MEXICAN SECURITIES MARKET LAW (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 THE COMPANY AND
TELCEL.
Issue Price for 2015 Notes: 99.787%, plus accrued interest, if any, from March 30, 2010.
Issue Price for 2020 Notes: 99.356%, plus accrued interest, if any, from March 30, 2010.
Issue Price for 2040 Notes: 98.689%, plus accrued interest, if any, from March 30, 2010.
Delivery of the notes will be made in book-entry form through The Depository Trust Company on or about March 30, 2010.
Joint Book-running Managers
Citi
Goldman, Sachs & Co.
J.P. Morgan
Co-Managers
Credit Suisse
Morgan Stanley
Santander
March 23, 2010

TABLE OF CONTENTS
Page
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
Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Selected Consolidated Financial and Operating Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Proposed Offers to Acquire Telmex Internacional and Carso Global Telecom . . . . . . . . . . . . . . . . . . . . . . . .
16
Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Form of Notes, Clearing and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
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, or seeking offers to buy, the notes in any
jurisdiction where the offer or sale is not 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. 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 ("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.
In any Member State of the European Economic Area that has implemented Directive 2003/71/EC (together
with any applicable implementing measures in any Member State, the "Prospectus Directive"), this
communication is only addressed to and is only directed at qualified investors in that Member State within the
meaning of the Prospectus Directive.
This offering memorandum has been prepared on the basis that all offers of notes will be made pursuant to
an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area,
from the requirement to produce a prospectus for offers of notes. Accordingly any person making or intending to
i

make any offer within the European Economic Area of notes that are the subject of the placement contemplated
in this offering memorandum should only do so in circumstances in which no obligation arises for us, Telcel or
the initial purchasers to produce a prospectus for such offer. None of us, Telcel and the initial purchasers has
authorized, nor do we, Telcel or the initial purchasers authorize, the making of any offer of notes through any
financial intermediary, other than offers made by the initial purchasers which constitute the final placement of
notes contemplated in this offering memorandum.
Each person in a Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State") who receives any communication in respect of, or who acquires any
notes under, the offers contemplated in this offering memorandum will be deemed to have represented, warranted
and agreed to and with us, Telcel and the initial purchasers that:
(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing
Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive: (i) the notes acquired by it in the offer have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other
than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the
prior consent of the initial purchasers has been given to the offer or resale; or (ii) where notes have been
acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of
those notes to it is not treated under the Prospectus Directive as having been made to such persons.
For the purposes of the foregoing, the expression an "offer" in relation to any notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer
and any notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the
same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in
that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.
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.
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;
ii

·
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
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 are a corporation (sociedad anónima bursátil de capital variable), and Telcel is a corporation
(sociedad anónima de capital variable), organized under the laws of Mexico, with 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 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.
iv

WHERE YOU CAN FIND MORE INFORMATION
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 website at www.sec.gov and at our website at www.americamovil.com. As is described under
"Incorporation by Reference," we are incorporating certain documents by reference in this offering
memorandum. 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 websites 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
We are incorporating the following documents by reference in this offering memorandum:
·
Our annual report on Form 20-F for the year ended December 31, 2008 (File No. 001-16269) (our
"2008 Form 20-F").
·
Our report on Form 6-K, furnished to the SEC on March 22, 2010 (File No. 001-16269) (our
"March 22, 2010 Form 6-K") containing, among other disclosures: (i) our consolidated financial
statements as of December 31, 2008 and 2009 and for each of the years ended December 31, 2007,
2008 and 2009 prepared in accordance with Mexican Financial Reporting Standards and audited in
accordance with auditing standards generally accepted in Mexico ("Mexican GAAS"); and (ii) our
management's discussion and analysis of financial condition and results of operations relating to these
financial statements. These consolidated financial statements do not include all disclosures required for
financial statements filed with the SEC in order to be in compliance with Regulation S-X under the
Securities Act, nor have they been audited in accordance with standards of the Public Company
Accounting Oversight Board (United States) ("PCAOB").
The Mexican GAAS audited consolidated financial statements included in our March 22, 2010 Form 6-K
supersede the PCAOB audited consolidated financial statements included in our 2008 Form 20-F for the purposes
of this offering memorandum. Any statement contained in our 2008 Form 20-F or our March 22, 2010 Form 6-K
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.
v

PRESENTATION OF FINANCIAL INFORMATION
Our audited consolidated financial statements have been prepared in accordance with Mexican Financial
Reporting Standards (Normas de Información Financiera Mexicanas, or "Mexican FRS") and are presented in
Mexican pesos. The financial statements of our non-Mexican subsidiaries have been adjusted to conform to
Mexican FRS and translated to Mexican pesos. See Note 2(a)(ii) to our audited consolidated financial statements
included in our March 22, 2010 Form 6-K, incorporated by reference herein.
Mexican FRS differs in certain respects from generally accepted accounting principles in the United States,
or "U.S. GAAP". Note 22 to the audited consolidated financial statements in our 2008 Form 20-F provides a
description of the principal differences between Mexican FRS and U.S. GAAP, as they relate to us, and a
reconciliation to U.S. GAAP of net income for the years ended December 31, 2007 and 2008 and total
stockholders' equity as of December 31, 2008. We have not yet prepared such a description and reconciliation of
net income for the year ended December 31, 2009 or stockholders' equity as of December 31, 2009.
Under Mexican FRS, our financial statements for periods ending prior to January 1, 2008 recognized the
effects of inflation on financial information. Inflation accounting under Mexican FRS had extensive effects on
the presentation of our financial statements through 2007. See "Inflation Accounting" under "Operating and
Financial Review and Prospects in our March 22, 2010 Form 6-K and Note 2(f) to our audited consolidated
financial statements included in our March 22, 2010 Form 6-K, incorporated by reference herein.
Beginning with the year ended December 31, 2012, Mexican issuers with securities listed on a Mexican
securities exchange will be required to prepare financial statements in accordance with International Financial
Reporting Standards, or "IFRS", as adopted by the International Accounting Standards Board. Issuers may
voluntarily report using IFRS before the change in the reporting standards becomes mandatory. We plan to begin
reporting financial statements in IFRS no later than 2012.
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 at
specified rates solely for your convenience. You should not construe these translations as representations by us
that the nominal Mexican peso or constant 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 constant Mexican pesos at the exchange rate of Ps. 13.0587 to U.S.$1.00, which was the rate
reported by Banco de México for December 31, 2009, as published in the Official Gazette of the Federation
(Diario Oficial de la Federación, or "Official Gazette").
vi

FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this offering memorandum 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 a discussion of factors that
may cause actual events to differ from our forward-looking statements. Examples of forward-looking statements
include the following:
·
statements concerning the proposed offers to acquire outstanding shares of Telmex Internacional,
S.A.B. de C.V. and Carso Global Telecom, S.A.B. de C.V. and controlling interests in Teléfonos de
México, S.A.B. de C.V. (as discussed in this offering memorandum) as well as the effects of these
proposed offers on us;
·
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 about 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;
·
statements about competitive developments in the telecommunications sector in each of the markets
where we currently operate;
·
statements about 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 2008 Form 20-F, which
is incorporated by reference herein. See "Where You Can Find More Information" above for information about
how to obtain a copy of this document.
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.
vii

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, our 2008 Form 20-F and our
March 22, 2010 Form 6-K.
América Móvil
We are the largest provider of wireless communications services in Latin America based on the number of
subscribers. As of December 31, 2009, we had 201.0 million wireless subscribers in 18 countries, compared to
182.7 million at year-end 2008. 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 December 31, 2009, making us the largest fixed-line 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 wireless telecommunications service in all nine regions in Mexico. As of December 31, 2009,
we had 59.2 million subscribers in Mexico. We are the largest provider of mobile telecommunications
services in Mexico.
·
Brazil. With approximately 44.4 million subscribers as of December 31, 2009, 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., or "Americel," 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 telecommunications services in Argentina, Paraguay, Uruguay
and Chile. As of December 31, 2009, we had 21.8 million subscribers in the Southern Cone region. We
operate under the "Claro" brand in the region.
·
Colombia and Panama. We provide wireless telecommunications services in Colombia under the
"Comcel" brand. As of December 31, 2009, we had 27.7 million wireless subscribers and were the
largest wireless provider in Colombia. We began providing wireless services in Panama in March
2009.
·
Andean Region. We provide wireless telecommunications services in Peru and Ecuador. As of
December 31, 2009, we had 17.8 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 telecommunications services in Guatemala, El
Salvador, Honduras and Nicaragua. Our Central American subsidiaries provide wireless services under
the "Claro" brand. As of December 31, 2009, our subsidiaries had 9.6 million wireless subscribers,
over 2.2 million fixed-line subscribers and 0.3 million broadband subscribers in Central America.
·
United States. Our U.S. subsidiary, TracFone Wireless Inc., or "Tracfone," is engaged in the sale and
distribution of prepaid wireless telecommunications services and wireless telephones throughout the
United States, Puerto Rico and the U.S. Virgin Islands. It had approximately 14.4 million wireless
subscribers as of December 31, 2009.
·
Caribbean. Compañía Dominicana de Teléfonos, C. por A., or "Codetel," is the largest
telecommunications service provider in the Dominican Republic with 4.8 million wireless subscribers,
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0.8 million fixed-line subscribers and 0.2 million broadband subscribers as of December 31, 2009. We
provide fixed-line and broadband services in the Dominican Republic under the "Codetel" brand and
wireless services under the "Claro" brand.
·
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, 0.8 million wireless subscribers and 0.2 million broadband subscribers as of December 31,
2009. We provide fixed-line and broadband services in Puerto Rico under the "PRT" brand and
wireless telecommunications services under the "Claro" brand.
·
Jamaica. Oceanic Digital Jamaica Limited, or "Oceanic," provides wireless and value added services
throughout Jamaica, with 0.4 million wireless subscribers as of December 31, 2009.
We are a sociedad anónima bursátil de capital variable organized under the laws of Mexico with our
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.
On January 13, 2010 we announced that we intend to conduct two separate but concurrent offers (the
"Proposed Offers") to acquire outstanding shares of Telmex Internacional, S.A.B. de C.V. ("Telmex
Internacional") and Carso Global Telecom, S.A.B. de C.V. ("CGT"). 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. If the Proposed Offers are completed, we will
acquire controlling interests in CGT, Telmex Internacional (directly and indirectly through CGT) and Telmex
(indirectly through CGT). The principal purpose of the Proposed Offers is to pursue synergies between our
business and that of Telmex Internacional.
The commencement of the Proposed Offers requires regulatory approvals that we have not yet received, and
the completion of the Proposed Offers will also be subject to receiving regulatory approvals and to other
conditions. It is possible that if not all such approvals or conditions are obtained or met we will not complete the
Proposed Offers. Accordingly, there can be no assurance as to when we will launch the Proposed Offers or as to
whether or when they will be completed. See "Proposed Offers to Acquire Carso Global Telecom and Telmex
Internacional".
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